Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. (a) The indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand is made against an Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 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 the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Indemnification Procedures. (a) The All claims for indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted under this Agreement shall be asserted and resolved pursuant to the Ancillary Agreements (other than the Tax Matters Agreement)this Section 2.3. (b) If a claim or demand is made against an Each party entitled to indemnification under this Agreement (the "Indemnified Party by any Person who is not a party to the Ancillary Agreements Party") shall give notice (a "THIRD PARTY CLAIMClaim Notice") as to which the party required to provide such indemnification (the "Indemnifying Party") promptly after such Indemnified Party is entitled has notice of any Adverse Consequence which may give rise to a claim for indemnification pursuant to against the Ancillary Agreementsother party under this Agreement, such provided, however, that no delay on the part of the Indemnified Party shall give in notifying the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 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 the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have hereunder unless (and then solely to any Indemnified Party otherwise than under the Ancillary Agreements. If extent) the Indemnifying Party acknowledges thereby is prejudiced. The Indemnified Party shall not be required to commence litigation or take any action against any third party prior to delivery of the Claim Notice. (c) The Indemnifying Party will have the right (at its expense) to assume the investigation and/or defense of any Adverse Consequence or any litigation resulting therefrom so long as (i) the Indemnifying Party notifies the Indemnified Party in writing its obligations to (within 20 days after the Indemnified Party has given the Claim Notice) that the Indemnifying Party will indemnify the Indemnified Party hereunder from and against any Losses that may result from such Third Party Claimthe entirety of the Adverse Consequence, then such (ii) the 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, subject to the approval of provides the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so with evidence reasonably acceptable to the Indemnified Party within 15 business days that the Indemnifying Party will have the financial resources to defend, and otherwise indemnify for, the Adverse Consequence and fulfill its indemnification obligations hereunder and (iii) the Adverse Consequence involves only money damages and does not seek an injunction or other equitable relief. (d) So long as the Indemnifying Party is conducting the defense of the receipt Adverse Consequence in accordance with Section 2.3(c), (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of such notice from the Adverse Consequence, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Adverse Consequence without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Adverse Consequence without the prior written consent of the Indemnified Party; PROVIDED, HOWEVERprovided, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right may consent to undertake any such defense against any judgment or enter into such Third Party Claim 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party settlement without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes so long as an unconditional release term of each Indemnified Party from any and all Losses arising out of such action, claim, suit judgment or proceeding and would not otherwise adversely affect settlement includes the Indemnified Party. No such Third Party Claim may be settled giving by the claimant or plaintiff to the Indemnified Party without of a release from all liability with respect to such Adverse Consequence. (e) In the prior written event any of the conditions in Section 2.3(c) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Adverse Consequence in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by will reimburse the Indemnified Party in promptly and periodically for the costs of defending such Third Party Claim if against the Third Party Claim seeks an orderAdverse Consequence (including reasonable attorneys' fees and expenses), injunction or other equitable relief or relief and (C) the Indemnifying Parties will remain responsible for other than money damages against any Adverse Consequence the Indemnified Party which may suffer resulting from, arising out of, relating to, in the nature of or caused by the Adverse Consequence to the fullest extent provided in this Agreement. (f) Any indemnification with respect to the matters set forth in Section 2.1(a)(iv) and addressed expressly in the Cooperation Agreement shall be conducted exclusively in accordance with the Cooperation Agreement. Notwithstanding any provision of this Agreement, PCC shall have no obligation to indemnify any Buyer Indemnified Party reasonably determines, after conferring Person with respect to any claim or matter to the extent that any Buyer Indemnified Person has failed to comply with its counselobligations under the Cooperation Agreement with respect to such claim or matter or has taken any action that prevents, cannot be separated hinders or delays PCC from any related managing or disposing of such claim for money damages. If such equitable relief or other relief portion of matter in the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesmanner elected by PCC in its sole discretion.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for indemnification under this Section 9 (a“Claims”) The shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification procedures set forth in Section 8.01(bhereunder (the “Indemnified Party”) herein are applicable has a Claim against any party obligated to any indemnity granted provide indemnification pursuant to Section 9.a. or 9.b. hereof (the Ancillary Agreements “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party of such Claim, specifying the nature of such Claim and the amount or the estimated amount thereof to the extent then feasible (other than which estimate shall not be conclusive of the Tax Matters Agreementfinal amount of such Claim) (the “Claim Notice”). ii. If within thirty (b30) If a days after receiving such Claim Notice, the Indemnifying Party gives written notice to the Indemnified Party acknowledging its obligation to indemnify and stating that it intends to defend against such claim or demand is made against an Losses at its own cost and expense, the defense (including the right to settle or compromise such action) of such matter, including selection of counsel (subject to the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed) and the sole power to direct and control such defense, shall be by the Indemnifying Party. In any such defense, the Indemnifying Party will consult with the Indemnified Party in connection with the Indemnifying Party’s defense, as reasonably requested by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Party. The Indemnified Party shall give use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVER, that the failure to provide such notice may reasonably request and shall not release cooperate with the Indemnifying Party from any of its obligations under the Ancillary Agreements except in such defense. Notwithstanding anything herein to the extent contrary, the Indemnifying Party is materially prejudiced by such failure and shall not relieve settle any indemnifiable claim without the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to the approval consent of the Indemnified Party (which approval consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, if it gives notice “indemnifiable claim” as used in this subsection means that the Indemnifying Party is required to provide indemnification against such claim or Losses under the terms of its intention to do so to this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within 15 thirty (30) days after receiving such Claim Notice, the amount of such Claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. iv. If the Indemnifying Party provides notice within thirty (30) days after receiving such Claim Notice that it disputes its responsibility for the Claim, the parties shall attempt in good faith for ten (10) business days to agree upon the rights of the receipt of respective parties with respect to such notice from the Indemnified Party; PROVIDEDClaim, HOWEVERand if such parties shall not agree, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the each Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim initiate proceedings and seek remedies 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagespermitted.

Indemnification Procedures. In the event that any claim for which a Party providing indemnification (athe "Indemnifying Party") The indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant would be liable to the Ancillary Agreements other Party (other than the Tax Matters Agreement). (b"Indemnified Party") If a claim is asserted against or demand is made against an sought to be collected by any third person, the Indemnified Party by any Person who is not a party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the Ancillary Agreements extent then feasible (a which estimate shall not be conclusive of the final amount of such claim) (the "THIRD PARTY CLAIMIndemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") as to which notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is entitled hereby authorized prior to indemnification pursuant and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the Ancillary Agreements, such Indemnified Party shall give event that the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days of the receipt by notifies the Indemnified Party of within the Indemnity Notice Period that it does not dispute such notice; PROVIDEDliability and desires to defend against such claim, HOWEVER, that the failure to provide such notice shall not release then the Indemnifying Party from shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of its obligations under the Ancillary Agreements except Indemnified Party becoming subject to liability. If the extent the Indemnifying Indemnified Party is materially prejudiced by desires to participate in, but not control, any such failure and shall not relieve the Indemnifying Party from any other obligation defense or liability that settlement, it may have to any Indemnified Party otherwise than under the Ancillary Agreementsdo so at its own cost and expense. If the Indemnifying Party acknowledges in writing its obligations elects not to indemnify the Indemnified Party hereunder defend 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction claim for which the Indemnified Party determines counsel it is required to participate in such defenseliable, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim whether by not giving timely notice as provided aboveabove or otherwise, the Indemnified Party shall cooperate with have the Indemnifying Party in right but not the obligation to defend against 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense amount of any Third Party Claim resulting Losses (including, without limitation, court costs and shall be liable for the fees and expenses of counsel attorneys' fees) incurred by the Indemnified Party in defending connection with such Third Party Claim if defense, shall be conclusively deemed to be the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion liability of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damageshereunder.

Indemnification Procedures. With respect to third party claims, other than those relating to Taxes (awhich are the subject of Section 6.7(e)), all claims for indemnification by the Shareholders' Indemnified Parties and the Republic Subsidiary's Indemnified Partners (each, an "Indemnified Party" and, collectively, the "Indemnified Parties") The indemnification procedures hereunder shall be asserted and resolved as set forth in this Section 8.01(b) herein are applicable to 8.4. In the event that any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand by any third party for which a party or parties to this Agreement (the "Indemnifying Party) may be liable to the Indemnified Party hereunder (a "Claim") is made asserted against an or sought to be collected from the Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreementsthird party, such Indemnified Party shall give as promptly as practicable notify the Indemnifying Party notice in writing of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the receipt by final amount of such Claim) (the "Claim Notice"). The failure on the part of the Indemnified Party of to give any such notice; PROVIDED, HOWEVER, that the failure to provide such notice Claim Notice in a reasonably prompt manner shall not release relieve the Indemnifying Party from of any of its obligations under the Ancillary Agreements except indemnification obligation hereunder unless, and only to the extent that, the Indemnifying Party is materially prejudiced by such failure and shall not relieve the thereby. The Indemnifying Party shall have thirty days from any other obligation or liability that it may have delivery of the Claim Notice (the "Notice Period") to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations to indemnify notify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then such Indemnifying Party shall be entitled whether or not it desires to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice, subject to the approval of defend the Indemnified Party (against such Claim, in which approval shall not be unreasonably withheld or delayed)case the Indemnified Party shall, if it gives notice of at its intention sole cost and expense, have the right to do so defend the Indemnified Party by appropriate proceedings and by counsel reasonably acceptable to the Indemnified Party within 15 business days of and shall have the receipt of sole power to direct and control such notice from the Indemnified Partydefense; PROVIDED, HOWEVER, provided that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the any Indemnified Party for the same counsel to represent both the Indemnified Party may participate in any such defense at its sole cost and the Indemnifying Party, then the expense. The Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction not settle a Claim for which the Indemnified Party determines counsel it is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled indemnified by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall unless the Indemnifying Party does not be unreasonably withheld or delayeddefend the Indemnified Party against such Claim. Notwithstanding the foregoing, the Indemnifying Indemnified Party shall not be entitled have the sole right to defend, settle or compromise any Claim with respect to which it has agreed in writing to waive its right to indemnification pursuant to this Agreement. Notwithstanding the foregoing, the Indemnified Party, during the period the Shareholders are determining whether to elect to assume the defense of a matter covered by this Section 8.4, may take such reasonable actions as it deems necessary to preserve any Third Party Claim and shall be liable for all rights with respect to the fees and expenses matter, without such actions being construed as a waiver of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled Party's rights to assume the defense of the portion relating and indemnification pursuant to money damagesthis Agreement.

Indemnification Procedures. A Party seeking indemnification under this Section 18 for itself or any of its Affiliates or any of its or their respective officers, directors, members, managers, employees, agents and representatives (acollectively in this capacity, the “Indemnified Party”) The shall promptly notify the Party from whom indemnification procedures set forth is sought (in Section 8.01(bthis capacity, the “Indemnitor”) herein are applicable to of any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand is made against an Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to Liability in respect of which such Indemnified Party is entitled intends to indemnification pursuant to the Ancillary Agreementsclaim indemnification; provided, such Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVERhowever, that the failure to provide such notice so notify the Indemnitor shall not release affect the Indemnifying Party from any of its obligations under the Ancillary Agreements Indemnified Party’s rights to indemnification hereunder except to the extent that the Indemnifying Party Indemnitor is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have failure. With respect to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations Liabilities that relate to indemnify a third party claim, the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then such Indemnifying Party shall be entitled permit the Indemnitor to assume and control the defense of any such Third Party Claim at its expense and through counsel of its choiceLiabilities; provided, subject to the approval of however, if the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice reasonably determines that the joint representation of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Indemnitor by a single counsel would result in a conflict of interest arising out of the joint representation by counsel selected by the Indemnitor of the interests of the Indemnitor and the Indemnified Party, then the Indemnified Party Indemnitor shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines engage separate counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of represent the Indemnified Party (which shall not be unreasonably withheld or delayedat the Indemnitor’s sole cost and expense) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such actionand, claim, suit or proceeding and would not otherwise adversely affect if the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoingIndemnitor fails to do so, the Indemnifying Party Indemnitor shall not be entitled to assume the Indemnified Party’s defense of such Liability. If the Indemnitor assumes the defense of any Third Liability, the Indemnitor shall consult with the Indemnified Party Claim and for the purpose of allowing the Indemnified Party to participate in such defense, but in such case the legal expenses of the Indemnified Party incurred as a result of such participation shall be liable for the fees and expenses of counsel incurred paid by the Indemnified Party. With respect to any Proceeding for which the Indemnitor has assumed the defense of an Indemnified Party, the Indemnitor shall promptly inform the applicable Indemnified Party in defending of all material developments related thereto, including copying such Third Indemnified Party Claim if on all pleadings, filings and other correspondence relating thereto. If the Third Party Claim seeks an orderIndemnitor fails to assume and defend a Liability or if, injunction after commencing or other equitable relief or relief for other than money damages against undertaking any such defense, the Indemnitor fails to prosecute such Liability, the Indemnified Party which shall have the right to undertake the defense or settlement thereof. With respect to any Liabilities that relate to a third party claim, the Indemnified Party reasonably determinesshall have the right to settle such Liabilities, after conferring with its counselprovided the Indemnified Party consents in writing to such settlement, canwhich consent shall not be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesunreasonably withheld.

Indemnification Procedures. (a) The A claim for indemnification procedures set forth for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification which it may claim in accordance with this Article VI, except as otherwise provided in Section 8.01(b) herein are applicable to any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement)6.01. (b) If Promptly after any Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a claim or demand is made against an third person, which the Indemnified Party by any Person who believes in good faith is not an indemnifiable claim under this Agreement (each a party to “Third-Party Claim”), the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party Party”) written notice of such Third Third-Party Claim, as promptly as practicable, but in any event no later than 15 days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVER, that the failure to provide such notice shall so notify the Indemnifying Party will not release relieve the Indemnifying Party from any of its obligations under the Ancillary Agreements liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure failure. Such notice shall state the nature and the basis of such Third-Party Claim to the extent then known. The Indemnifying Party shall not relieve have the right to defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under pursues the Ancillary Agreementssame diligently and in good faith. If the Indemnifying Party acknowledges in writing its obligations undertakes to indemnify defend or settle, it shall promptly notify 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has failed to assume the defense or employ counsel reasonably acceptable to the Indemnified Party within 15 business days of or (B) if the receipt of defendants in any 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 reasonable judgment of the Indemnified Party for the same counsel to represent action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall be entitled have the right to retain its own counsel, in each jurisdiction for which the Indemnified Party determines select a separate counsel is required and to assume such legal defense and otherwise to participate in the defense of such defenseaction, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in expenses and fees of such defense separate counsel and make available other expenses related 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, subject such participation to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled reimbursed by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayedas incurred. Notwithstanding the foregoingany other provision of this Agreement, the Indemnifying Party shall not be entitled to assume settle any indemnified claim without the defense consent of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if Party, unless the Third Party Claim seeks an ordersettlement thereof imposes no liability or obligation on, injunction and includes a complete release from liability of, and does not include any admission of wrongdoing or other equitable relief or relief for other than money damages against malfeasance by, the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesParty.

Indemnification Procedures. Each party entitled to indemnification under this Section 3 (a) The indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant the “Indemnified Party”), shall give notice to the Ancillary Agreements party required to provide indemnification (other than the Tax Matters Agreement). (b“Indemnifying Party”) If a claim or demand is made against an promptly after such Indemnified Party by has actual knowledge of any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party is entitled (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense. Failure of the Indemnified Party to indemnification pursuant give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Section 3 only to the Ancillary Agreementsextent that the failure or delay in giving notice has a material adverse impact on the ability of the Indemnifying Party to defend against such claim. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof, the giving of a release from all liability in respect to such claim or litigation. If any such Indemnified Party shall give the Indemnifying Party notice of have been advised by counsel chosen by it that there may be one or more legal defenses available to such Third Party Claim, as promptly as practicable, but in any event no later than 15 days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVER, that the failure are different from or additional to provide such notice shall not release the Indemnifying Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make those 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with not have the right to assume the defense of such action on behalf of such Indemnified Party in and will reimburse such defense and make available to the Indemnified Party all and any person controlling such witnesses, records, materials Indemnified Party for the reasonable fees and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required expenses of any counsel retained by the Indemnified Party, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by it being understood that the Indemnifying Party without shall not, in connection with any one action or separate but similar or related actions in the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for such actionIndemnified Party or controlling person, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may which firm shall be settled designated in writing by the Indemnified Party without the prior written consent of to the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesParty.

Indemnification Procedures. (a) The All claims for indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted under this Agreement shall be asserted and resolved pursuant to the Ancillary Agreements (other than the Tax Matters Agreement)this Section 2.3. (b) If a claim or demand is made against an Each party entitled to indemnification under this Agreement (the "Indemnified Party by any Person who is not a party to the Ancillary Agreements Party") shall give notice (a "THIRD PARTY CLAIMClaim Notice") as to which the party required to provide such indemnification (the "Indemnifying Party") promptly after such Indemnified Party is entitled has notice of any Adverse Consequence which may give rise to a claim for indemnification pursuant to against the Ancillary Agreementsother party under this Agreement, such provided, however, that no delay on the part of the Indemnified Party shall give in notifying the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 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 the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have hereunder unless (and then solely to any Indemnified Party otherwise than under the Ancillary Agreements. If extent) the Indemnifying Party acknowledges thereby is prejudiced. The Indemnified Party shall not be required to commence litigation or take any action against any third party prior to delivery of the Claim Notice. (c) The Indemnifying Party will have the right (at its expense) to assume the investigation and/or defense of any Adverse Consequence or any litigation resulting therefrom so long as (i) the Indemnifying Party notifies the Indemnified Party in writing its obligations to (within 20 days after the Indemnified Party has given the Claim Notice) that the Indemnifying Party will indemnify the Indemnified Party hereunder from and against any Losses that may result from such Third Party Claimthe entirety of the Adverse Consequence, then such (ii) the 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, subject to the approval of provides the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so with evidence reasonably acceptable to the Indemnified Party within 15 business days that the Indemnifying Party will have the financial resources to defend, and otherwise indemnify for, the Adverse Consequence and fulfill its indemnification obligations hereunder and (iii) the Adverse Consequence involves only money damages and does not seek an injunction or other equitable relief. (d) So long as the Indemnifying Party is conducting the defense of the receipt Adverse Consequence in accordance with Section 2.3(c), (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of such notice from the Adverse Consequence, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Adverse Consequence without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Adverse Consequence without the prior written consent of the Indemnified Party; PROVIDED, HOWEVERprovided, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right may consent to undertake any such defense against any judgment or enter into such Third Party Claim 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party settlement without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes so long as an unconditional release term of each Indemnified Party from any and all Losses arising out of such action, claim, suit judgment or proceeding and would not otherwise adversely affect settlement includes the Indemnified Party. No such Third Party Claim may be settled giving by the claimant or plaintiff to the Indemnified Party without of a release from all liability with respect to such Adverse Consequence. (e) In the prior written event any of the conditions in Section 2.3(c) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Adverse Consequence in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by will reimburse the Indemnified Party in promptly and periodically for the costs of defending such Third Party Claim if against the Third Party Claim seeks an orderAdverse Consequence (including reasonable attorneys' fees and expenses), injunction or other equitable relief or relief and (C) the Indemnifying Parties will remain responsible for other than money damages against any Adverse Consequence the Indemnified Party which may suffer resulting from, arising out of, relating to, in the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief nature of or other relief portion of caused by the Third Party Claim can be so separated from that for money damages, Adverse Consequence to the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesfullest extent provided in this Agreement.

Indemnification Procedures. (a) The indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand is made against an Indemnified Party by any Person who is not a A party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreementsthis Agreement (an “Indemnified Party”) shall, with respect to any claim made against such Indemnified Party shall give for which indemnification is available, notify the other party (the “Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but Party”) in any event no later than 15 days writing of the receipt by nature of the claim as soon as practicable but not more than ten (10) days after the Indemnified Party receives notice of such notice; PROVIDED, HOWEVER, that the assertion of the claim. (The failure by an Indemnified Party to provide such give notice shall not release the Indemnifying Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability of its obligations under this Section 9.3, except to the extent that it may have the failure results in the failure of actual notice and the Indemnifying Party is damaged as a result of the failure to any Indemnified give notice.) Upon receipt of notice of the assertion of a claim, the Indemnifying Party otherwise than under may, at its option, assume the Ancillary Agreementsdefense of the claim. If the Indemnifying Party acknowledges in writing its obligations to indemnify assumes the defense, the Indemnified Party hereunder against shall have the right to employ separate counsel and to participate in (but not control) any Losses that may result from such Third Party Claimaction, then but the fees and expenses of such Indemnifying Party counsel shall be entitled to assume and control at the defense of such Third Party Claim at its expense and through counsel of its choice, subject to the approval of the Indemnified Party unless (which approval shall not be unreasonably withheld or delayed), if it gives notice a) the employment of its intention to do so to counsel by the Indemnified Party within 15 business days of has been authorized by the receipt of such notice from Indemnifying Party, or (b) the Indemnified Party; PROVIDED, HOWEVER, Party has been advised by its counsel in writing that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate between the Indemnifying Party and the Indemnified Party in the reasonable judgment conduct of the defense of the action (in which case the Indemnifying Party shall not have the right to direct the defense of the action on behalf of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel), in each jurisdiction for of which cases the Indemnified Party determines reasonable fees and expenses of such counsel is required to participate in such defense, shall be at the expense of the Indemnifying Party. In the event If the Indemnifying Party exercises does not assume the right to undertake any such defense against any such Third Party Claim as provided abovedefense, the Indemnified Party shall cooperate with have the Indemnifying Party in right to employ counsel and to control any such defense action, and make available to the reasonable fees and expenses of such counsel shall be at the expense of 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the An Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all such witnessesnot be liable for any settlement of an action effected without its written consent (which consent shall not be unreasonably withheld), 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the nor shall an Indemnifying Party settle any such action without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld). No Indemnifying Party will consent to the entry of any judgment or delayed) unless such enter into any settlement is solely for money and includes which does not include as an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit term thereof the giving by the claimant or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by plaintiff to the Indemnified Party without a release from all liability with respect to the prior written consent claim. Each of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding and the foregoing, the Indemnifying Indemnified Party shall not be entitled to assume cooperate in the defense of any Third Party Claim claim for which indemnification is available and shall furnish such records, information, testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may reasonably be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesrequested.

Indemnification Procedures. (a) The With respect to third-party claims and all other claims under this Article XII, all claims for indemnification procedures by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 8.01(b) herein are applicable to 12.4. In the event that any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a written claim or demand for which either Purchaser or Sellers, as the case may be (an “Indemnifying Party”), would be liable to any indemnified party hereunder (“Indemnified Party”) is made asserted against an or sought to be collected from any Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreementsthird party, such Indemnified Party shall give promptly, but in no event more than 30 days following such Indemnified Party’s receipt of such claim or demand, notify the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the receipt by the Indemnified Party final amount of such noticeclaim or demand) (the “Loss Notice”); PROVIDEDprovided, HOWEVERhowever, that the Indemnified Party’s failure to provide such notice within 30 days shall not release preclude the Indemnifying Indemnified Party from any of its obligations under the Ancillary Agreements being indemnified for such claim or demand, except to the extent that the failure to give timely notice results in the final forfeiture of substantive defenses by the Indemnifying Party. Unless the matter relating to the Loss Notice requires sooner action, the Indemnifying Party is materially prejudiced by such failure and shall not relieve have 30 days from the personal delivery or mailing of the Loss Notice (the “Notice Period”) to notify the Indemnified Party in writing (a) whether the Indemnifying Party from any other obligation or disputes the liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If of the Indemnifying Party acknowledges in writing its obligations to indemnify the Indemnified Party hereunder against any Losses that may result from with respect to such Third Party Claimclaim or demand, 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, subject to the approval of (b) whether it will defend the Indemnified Party (which approval against such claim or demand. All fees, costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall not be unreasonably withheld or delayed)a liability of, if it gives notice of its intention to do so to and shall be paid by, the Indemnified Party within 15 business days of Indemnifying Party; provided, however, that the receipt amount of such notice from the Indemnified Party; PROVIDEDfees, HOWEVER, costs and expenses that if there exists or is reasonably likely to exist shall be a conflict liability of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the when aggregated with all Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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 Loss paid by the Indemnifying Party, subject to reimbursement of reasonable out-of-pocket expensesshall not exceed the Cap. SimilarlyExcept as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party is, directly within the Notice Period that it will defend the Indemnified Party against such claim or indirectly, conducting the defense against any such Third Party Claimdemand, the Indemnifying Party shall cooperate with have the right to defend the Indemnified Party in such defense by appropriate proceedings, and make available to the Indemnified Party all such witnesseswith competent, records, materials experienced and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required qualified legal counsel approved by the Indemnified Party, subject which consent shall not be unreasonably withheld. If any Indemnified Party desires to reimbursement participate in any such defense, it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the prior written consent of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (Party, which shall not be unreasonably withheld withheld, settle, compromise or delayed) unless offer to settle or compromise any such settlement is solely for money and includes an unconditional release claim or demand on a basis that would result in the imposition of each a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party from or any and all Losses arising out affiliate thereof. If (i) the Indemnifying Party elects to settle any claim or demand, (ii) the terms of such actionproposed settlement are accepted by all interested third parties, claim(iii) the proposed settlement would neither result in any liability to or obligation of the Indemnified Party, suit or proceeding risk thereof, nor the imposition of any consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any affiliate thereof and would (iv) the Indemnified Party refuses to consent to such compromise or settlement, then the liability of the Indemnifying Party to the Indemnified Party for such matter shall be limited to the amount offered by the Indemnifying Party in compromise or settlement. If the Indemnifying Party elects not otherwise adversely affect to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses including without limitation reasonable attorneys’ fees pertaining to such defense), shall be the liability of the Indemnifying Party hereunder; provided, however, that the amount of such costs and expenses, when aggregated with all Indemnified Loss paid by the Indemnifying Party, shall not exceed the Cap. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any third-party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel, without charge, access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. No such Third Party Claim may be settled by the The Indemnified Party without shall use its commercially reasonable efforts to assist and cooperate in the prior written consent defense of the Indemnifying Party which shall not be unreasonably withheld all such claims or delayeddemands. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense and solely to control its own defense of such asserted liability if in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party that would make such separate representation necessary under the applicable canons of ethics; provided, however, that the Indemnified Party shall not be entitled to assume settle or compromise any claim or demand without the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion consent of the Third Party Claim can Indemnifying Party, such consent not to be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesunreasonably withheld.

Indemnification Procedures. (a) The In connection with any indemnification procedures set forth provided for in Section 8.01(bthis Article VI, the party seeking indemnification (the "Indemnified Party") herein are applicable to any indemnity granted pursuant will give the party from which indemnification is sought (the "Indemnifying Party") prompt notice whenever it comes to the Ancillary Agreements Indemnified Party's attention that the Indemnified Party has suffered or incurred, or may suffer or incur, any Losses for which it is entitled to indemnification under this Article VI, and, when known, the facts constituting the basis for such claim (other than in reasonable detail). Failure by the Tax Matters Agreement)Indemnified Party to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability under this Agreement except to the extent that such failure prejudices the Indemnifying Party in any material respect. (b) If After receipt of a claim or demand is made against an Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification notice pursuant to the Ancillary AgreementsSection 6.3(a), such Indemnified Party shall give the Indemnifying Party notice of such Third Party Claimwill be entitled, as promptly as practicableif it so elects, but in any event no later than 15 days to take control of the receipt by defense and investigation with respect to such claim and to employ and engage attorneys reasonably satisfactory to the Indemnified Party to handle and defend such claim, at the Indemnifying Party's cost, risk, and expense, upon written notice to the Indemnified Party of such notice; PROVIDEDelection, HOWEVER, that which notice acknowledges the failure Indemnifying Party's obligation to provide such notice shall not release the indemnification under this Agreement. The Indemnifying Party from will not settle any third-party claim that is the subject of its obligations under indemnification without the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to the approval written consent of the Indemnified Party (and DIRECTV to the extent the Merger Agreement is in effect and the Corporation is the Indemnifying Party) which approval shall consent will not be unreasonably withheld withheld, delayed or delayedconditioned; provided, however, that, after reasonable notice, the Indemnifying Party (with the prior approval of DIRECTV to the extent the Merger Agreement is in effect and the Corporation is the Indemnifying Party) may settle a claim without the Indemnified Party's consent if such settlement (i) makes no admission or acknowledgment of liability or culpability with respect to the Indemnified Party, (ii) includes a complete release of the Indemnified Party and its Affiliates and their respective officers, directors, employees and agents, and (iii) does not require the Indemnified Party to make any payment not covered by indemnification by the Indemnifying Party hereunder or to forego or take any action. The Indemnified Party will cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial, and defense of any lawsuit or action with respect to such claim and any appeal arising therefrom (including the filing in the Indemnified Party's name of appropriate cross claims and counterclaims). The Indemnified Party may, if it gives notice at its own cost, participate in any investigation, trial, and defense of its intention to do so such lawsuit or action controlled by the Indemnifying Party and any appeal arising therefrom. If there are one or more legal defenses available to the Indemnified Party within 15 business days of the receipt of such notice from the Indemnified Party; PROVIDEDthat conflict with those available to, HOWEVERor that are not available to, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which will have the Indemnified Party determines counsel is required to participate in such defenseright, at the expense of the Indemnifying Party. In the event , to engage separate counsel reasonably acceptable to the Indemnifying Party exercises and to participate in the right defense of the lawsuit or action. (c) If, after receipt of a notice pursuant to Section 6.3(a), the Indemnifying Party does not undertake to defend any such defense against any such Third Party Claim as provided aboveclaim, the Indemnified Party shall cooperate may, but will have no obligation to, contest any lawsuit or action with respect to such claim, and the Indemnifying Party will be bound by the result obtained with respect thereto by the Indemnified Party. The Indemnified Party may not settle any lawsuit or action with respect to which the Indemnified Party is entitled to indemnification hereunder without the consent of the Indemnifying Party (and the consent of DIRECTV to the extent the Merger Agreement is in effect and the Corporation is the Indemnifying Party), which consent will not be unreasonably withheld, delayed, or conditioned. (d) At any time after the commencement of defense of any lawsuit or action, the Indemnifying Party may request the Indemnified Party to agree in writing to the abandonment of such contest or to the payment or compromise by the Indemnifying Party of such claim, whereupon such action will be taken unless the Indemnified Party determines that the contest should be continued and so notifies the Indemnifying Party in writing within 15 days of such defense and make available to request from the Indemnifying Party, at . Any request from the Indemnifying Party's expense, all witnesses, pertinent records, materials and information Party that any contest be abandoned will specify the amount that the other party or parties to the contested claim have agreed to accept in payment or compromise of the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party, subject to reimbursement of reasonable out-of-pocket expensesclaim. Similarly, in the event If the Indemnified Party is, directly or indirectly, conducting determines that the defense against any such Third Party Claimcontest should be continued, the Indemnifying Party shall cooperate with will be liable under this Agreement only to the Indemnified extent of the lesser of (i) the amount that the other party or parties to the contested claim had agreed to accept in payment or compromise as of the time the Indemnifying Party in such defense and make available made its request therefor to the Indemnified Party all such witnessesParty, records, materials and information as specified in the Indemnifying Party's possession request, or under (ii) the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by amount for which the Indemnifying Party without the prior written consent may be liable with respect to such claim by reason of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release provisions of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesthis Agreement.

Indemnification Procedures. If a party hereto seeks indemnification under this Article IX, such party (athe “Indemnified Party”) The indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant shall give written notice to the Ancillary Agreements other party (other than the Tax Matters Agreement). “Indemnifying Party”) of the facts and circumstances giving rise to the claim. In connection with any suit, action or claim (ba “Proceeding”) If a claim brought or demand is made against an Indemnified Party asserted by any Person who is not a third party to the Ancillary Agreements (a "THIRD PARTY CLAIM"“Third Party Proceeding”) as that may give rise to which such Indemnified Party is entitled to indemnification pursuant to indemnity hereunder, the Ancillary Agreements, such Indemnified Party shall give promptly notify the Indemnifying Party notice of the same in writing, specifying in detail the basis of such Third Party Claimclaim and the facts pertaining thereto; provided, as promptly as practicablethat, but in any event no later than 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 so notify an Indemnifying Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may of its obligations hereunder except to the extent such failure shall have to any Indemnified Party otherwise than under the Ancillary Agreements. If materially prejudiced the Indemnifying Party’s its ability to defend such Third Party Proceeding. The Indemnifying Party, if it acknowledges in writing its obligations obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claimand so elects, then such Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense Proceeding (and through counsel of its choice, subject to the approval of shall consult with the Indemnified Party (which approval shall not be unreasonably withheld or delayedwith respect thereto), if it gives notice including the employment of its intention to do so counsel reasonably satisfactory to the Indemnified Party within 15 business days and the payment of expenses; unless the nature of the receipt of such notice from Third Party Proceeding (a) relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (b) seeks an injunction or equitable relief against the Indemnified Party; PROVIDED, HOWEVER(c) if adversely determined, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of not entitle the Indemnified Party for the same counsel to represent both full indemnity pursuant to Article IX or (d) joint representation of the Indemnified Party and the Indemnifying Party, then Party is precluded under the rules of professional conduct governing counsel in the applicable jurisdiction for a reason other than the Indemnified Party shall be entitled refusing to waive the conflict of interest and such preclusion is supported by an opinion of counsel delivered by the Indemnified Party at its expense, in which case the Indemnified Party may elect to retain its own counsel, in each jurisdiction for which the Indemnified counsel to defend such Third Party determines counsel is required to participate in such defense, Proceeding at the sole cost and expense of the Indemnifying Party. In the event If the Indemnifying Party exercises elects to defend against the right to undertake any such defense against any such Third Party Claim as provided aboveProceeding, it must so notify the Indemnified Party in writing within 10 Business Days of receipt of the Indemnified Party’s notice thereof of the acknowledgment of its indemnity obligations with respect to, and election to assume the defense of, the Third Party Proceeding, failing which, the Indemnified Party shall cooperate may defend against, conduct and control any action or proceeding with respect to such Third Party Proceeding with counsel of its own choosing, at the sole cost and expense of the Indemnifying Party. If the Indemnifying Party in timely assumes the defense of the Third Party Proceeding, it shall diligently pursue the defense of such defense Proceeding 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event keep the Indemnified Party isreasonably apprised of the status thereof (provided, directly or indirectlythat the Indemnified Party shall have the right to participate in, conducting but not control, the defense against any of such Third Party ClaimProceeding with counsel of its own choosing, at its sole cost and expense). Neither the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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 nor the Indemnified Party, subject to reimbursement of reasonable out-of-pocket expenses. No such as the case may be, may compromise or settle any Third Party Claim may be settled by the Indemnifying Party Proceeding against which it is defending without the prior written consent of the Indemnified Party or the Indemnifying Party, as the case may be (which consent, if applicable, shall not be unreasonably withheld withheld, conditioned or delayed) ), unless such settlement the claim is solely for money damages to be paid in full by the settling, compromising party and includes an unconditional release requires no admission of each wrongdoing on the part of the non-settling, non-compromising party. The Indemnifying Party and Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume reasonably cooperate in the defense or prosecution of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesProceeding.

Indemnification Procedures. (ai) The indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant to After the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand is made against giving of notice by an Indemnified Party as required by paragraph (c) of any claim or the commencement of any action by a Person or Governmental Entity who is not a party to the Ancillary Agreements this Agreement or an Affiliate of such a party (a "THIRD PARTY CLAIMThird-Party Claim") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements), such Indemnified Party shall give if the Indemnifying Party notice of undertakes to defend any such Third Party Claimclaim, as promptly as practicable, but in any event no later than 15 days it shall be required to take control of the receipt by 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 same, at the Indemnifying Party's cost, risk and expense, upon written notice to the Indemnified Party of such notice; PROVIDEDelection, HOWEVER, that which notice acknowledges the failure Indemnifying Party's obligation to provide such notice shall not release the Indemnifying Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreementsindemnification hereunder. If the Indemnifying Party acknowledges in writing its obligations to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then such The Indemnifying Party shall be entitled to assume and control the defense of such Third not settle any Third-Party Claim at its expense and through counsel that is the subject of its choice, subject to indemnification without the approval written consent of the Indemnified Party (Party, which approval consent shall not be unreasonably withheld or delayed. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of any lawsuit or action with respect to such claim and any appeal arising therefrom (including the filing in the Indemnified Party's name of appropriate crossclaims and counterclaims). In connection with any Third-Party Claim, if it gives notice each Indemnified Party shall use reasonable efforts to 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 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 its intention to do so such lawsuit or action controlled by the Indemnifying Party and any appeal arising therefrom. If there are one or more legal defenses available to the Indemnified Party within 15 business days of that conflict with those available to the receipt of such notice from the Indemnified Indemnifying Party; PROVIDED, HOWEVER, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for shall have the same counsel right, at the expense of the Indemnifying Party, to represent both assume the defense of the lawsuit or action; provided, however, that the Indemnified Party and may not settle such lawsuit or action without the consent of the Indemnifying Party, 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 exceed $1,000,000 and is principally for non-monetary relief that would have a continuing Material Adverse Effect on the Indemnified Party, then the Indemnified Party shall be entitled to retain take control of the defense and investigation with respect to such claim and to employ and engage reputable attorneys of its own counselchoice reasonably acceptable to the Indemnifying Party to handle and defend the same, in each jurisdiction for which at the Indemnifying Party's cost, risk and expense, upon written notice to the Indemnifying Party of such election. (ii) If, within a reasonable time following receipt of a notice of a Third-Party Claim pursuant to paragraph (d), the Indemnifying Party does not undertake to defend any such claim, the Indemnified Party determines counsel is required to participate in such defensemay, but shall have no obligation to, contest at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials extent provided in this Section 5.2 any lawsuit or action with respect to such claim 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume bound by the defense result obtained with respect thereto by the Indemnified Party (including the settlement thereof without the consent of the portion relating Indemnifying Party). (iii) Any claim of indemnification for Losses and Expenses which does not result from a Third-Party Claim shall be asserted by written notice given by the party claiming a right of indemnification ("Indemnitee") to money damagesthe party from whom indemnification is sought ("Indemnitor") specifying in reasonable detail the nature and basis for the claim and the Losses and Expenses incurred. Such Indemnitor shall have a period of 30 days after the receipt of such notice within which to respond thereto. If the Indemnitor does not respond within such 30-day period, such Indemnitor shall be deemed to have refused to accept responsibility to make payment. If such Indemnitor does not respond within such 30-day period or rejects such claim in whole or in part, the Indemnitee shall be free to pursue such remedies as may be available to such party, under applicable law or under this Agreement. (iv) If the amount of any Losses and Expenses shall, at any time subsequent to the payment required by this Agreement, be reduced by recovery, settlement, insurance proceeds or otherwise, the amount of such reduction, less any expenses incurred in connection therewith, shall promptly be repaid by the Indemnitee to the Indemnitor.

Indemnification Procedures. (a) The If a claim for Damages (a “Claim”) is proposed to be made by a party entitled to indemnification procedures set forth in Section 8.01(bhereunder (the “Indemnified Party”) herein are applicable to any indemnity granted pursuant against the party from whom indemnification is claimed (the “Indemnifying Party”), the Indemnified Party will give notice (a “Claim Notice”) to the Ancillary Agreements (other than Indemnifying Party as soon as practicable after the Tax Matters Agreement)Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article 5. (b) If a claim or demand is made against an Indemnified Party by any Person who is not a party commences any action or proceeding with respect to the Ancillary Agreements (a "THIRD PARTY CLAIM") any matter as to which such any of the Purchaser Indemnified Parties intends to seek indemnification under Section 5.1(a), or with respect to any matter as to which any of the Seller Indemnified Parties intends to seek indemnification under Section 5.1(b), the Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give will promptly notify the Indemnifying Party notice of the existence of such Third Party Claim, as promptly as practicable, but claim or the commencement of such action or proceeding (and in any event no later than 15 days within ten (10) Business Days after the service of any summons or citation). The failure of any Indemnified Party to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that the Indemnifying Party is adversely affected thereby. Notwithstanding the foregoing, a Claim Notice that relates to a representation or warranty that is subject to the survival period set forth in Section 5.3 must be made within such survival period, whether or not the Indemnifying Party is prejudiced by any failure to give a Claim Notice relating thereto. A Claim Notice must describe in reasonable detail the nature of the receipt Claim, including an estimate of the amount of Damages that have been or may be suffered or incurred by the Indemnified Party of attributable to such notice; PROVIDED, HOWEVER, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under the Ancillary Agreements except Claim (to the extent reasonably ascertainable at such time), the basis of the Indemnified Party’s request for indemnification under this Agreement and all information in the Indemnified Party’s possession relating to such Claim. (c) The Indemnifying Party is materially prejudiced by will be entitled at any time to participate in the defense of any such failure Claim, action, or proceeding with counsel of its own choice, and shall not relieve the parties agree to cooperate fully with one another in connection with the defense and/or settlement thereof. The Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then such Indemnifying Party shall be entitled elect to assume and control the defense of such Third Party Claim at its expense and through any Claim, action or proceeding with counsel of its choice, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of selected by the Indemnifying Party. In the event If the Indemnifying Party exercises the right to undertake any assumes such defense against any such Third Party Claim as provided abovedefense, the Indemnified Party shall cooperate with have the Indemnifying Party right to participate in such the defense thereof and make available to the Indemnifying Partyemploy counsel, at the Indemnifying Party's its own expense, all witnesses, pertinent records, materials and information in separate from the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required counsel employed by the Indemnifying Party, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, it being understood that the Indemnifying Party shall control such defense. (d) If either (x) the Indemnifying Party fails to assume the defense of any Claim, or (y) the Indemnified Party reasonably demonstrates that the Indemnifying Party has failed to use commercially reasonable efforts to actively and diligently defend a Claim of which the Indemnifying Party has elected to assume the defense, (i) the Indemnifying Party will no longer have the right to control such defense; (ii) the Indemnified Party will control the defense of the Claim actively and diligently; and (iii) the Indemnifying Party will cooperate with the Indemnified Party in such defense and make available to the Indemnified Party Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party's ’s possession or under the Indemnifying Party's ’s control relating thereto as is reasonably required requested by the Indemnified Party, subject . (e) Any party conducting the defense of a Claim will keep the other party advised as to reimbursement the current status and progress thereof. The Indemnified Party will not make any offer of reasonable out-of-pocket expenses. No such Third Party settlement with respect to any Claim may be settled by if the Indemnifying Party without has undertaken the prior written consent defense of such Claim. If the Indemnifying Party has not undertaken the defense of such claim, the Indemnified Party agrees not to make any offer of settlement with respect to such Claim without first having provided fifteen (which shall not be unreasonably withheld or delayed15) unless such settlement is solely for money days’ advance written notice thereof to the Indemnifying Party and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect having obtained the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent approval of the Indemnifying Party which shall approval will not be unreasonably withheld conditioned, delayed or delayedwithheld. Notwithstanding In the foregoing, event the Indemnifying Party shall not be entitled to assume undertakes the defense of any Third Party Claim and shall be liable for such Claim, action, or proceeding, any settlement or compromise of any such Claim, action, or proceeding will require the fees and expenses written approval of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, canconsent will not be separated from any related claim for money damages. If such equitable relief unreasonably conditioned, delayed or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damageswithheld.

Indemnification Procedures. (a) The With respect to third party claims, all claims for indemnification procedures by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 8.01(b) herein are applicable to any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement)12.04. (b) If a In the event that any written claim or demand for which Seller or Purchaser, as the case may be (an “Indemnifying Party”), may be liable to any Indemnified Party hereunder (after giving effect to the limitations set forth in this Article XII) is made asserted against an or sought to be collected from any Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreementsthird party, such Indemnified Party shall give promptly, but in no event more than thirty (30) days following such Indemnified Party’s receipt of such claim or demand, notify the Indemnifying Party notice of such Third claim or demand in reasonable detail (taking into account the information then available to the Indemnified Party) and the amount or the estimated amount thereof to the extent then feasible (the “Claim Notice”). The Indemnifying Party Claimshall have thirty (30) days from receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (ii) whether or not the Indemnifying Party elects to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party; provided, however, that the amount of such costs and expenses that shall be a liability of the Indemnifying Party hereunder shall be subject to the limitations set forth in Section 12.06 and shall otherwise constitute Losses hereunder. (c) Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party of its election to defend against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense. The Indemnifying Party shall promptly as practicable, but inform the Indemnified Party upon request of the status of any claim. If any Indemnified Party desires to participate in any event no later than 15 days of such defense, it may do so at its sole cost and expense, and the receipt Indemnifying Party will not be liable to the Indemnified Party for legal expenses incurred by the Indemnified Party of such notice; PROVIDED, HOWEVER, that in connection with the failure to provide such notice defense thereof. (d) The Indemnified Party shall not release settle a claim or demand for which it is indemnified by the Indemnifying Party from any of its obligations under without the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense written consent of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the The Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all such witnessesnot, 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld Party, settle, compromise or delayed) unless offer to settle or compromise any such settlement is solely for money and includes an unconditional release of each Indemnified Party from claim or demand on a basis that would have a continuing effect in any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by material respect on the Indemnified Party without the prior written consent or any Affiliate thereof or any of the Indemnifying Party which shall not be unreasonably withheld their respective businesses, assets or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesoperations.

Indemnification Procedures. (a) Subject to Section 11.2(b), any claim by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof (each, a “Claim Notice”). The indemnification procedures set forth failure of the Indemnified Party to promptly give a Claim Notice of any Direct Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto, except to the extent that the Indemnifying Party is actually and materially prejudiced as a result of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in Section 8.01(breasonable 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 thirty (30) herein are applicable days after its receipt of such notice to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have agreed to such claim and the Indemnifying Party’s obligation to indemnify the Indemnified Party for the full amount of all Losses related to or resulting therefrom. If any Proceeding is commenced with respect to a Direct Claim, the prevailing Party in such Proceeding shall be entitled to recover from the non-prevailing party the reasonable legal fees (on a solicitor and its own client basis), court costs and other expenses incurred by the prevailing party in connection with such Proceeding in addition to any indemnity granted pursuant other relief to the Ancillary Agreements (other than the Tax Matters Agreement)which such Party may be entitled. (b) If a Subject to Section 11.2(b) and the Tax Conduct Agreement, in the event that any Proceeding shall be instituted or that any claim or demand is made against an Indemnified Party shall be asserted by any Person who is not a party Party or an Affiliate of any Party or a representative of any of the foregoing, against an Indemnified Party with respect to which the Ancillary Agreements Indemnifying Party is obligated to provide indemnification under this Article 11 (a "THIRD PARTY CLAIM") as “Third Party Claim”), subject to which such Indemnified Party is entitled to indemnification pursuant to Section 11.1, the Ancillary Agreements, such Indemnified Party shall give reasonably promptly cause a Claim Notice regarding any Third Party Claim of which it has knowledge that is covered by this Article 11 to be forwarded to the Indemnifying Party. The failure of an Indemnified Party to reasonably promptly provide a Claim Notice of any Third Party Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto, except to the extent that the Indemnifying Party notice is actually and materially prejudiced as a result of such failure. The Indemnifying Party shall have fifteen (15) days after its receipt of a Claim Notice to notify the Indemnified Party that the Indemnifying Party has elected to conduct and control the defense, negotiation or settlement of such Third Party Claim, as promptly as practicable, but in Claim and any event no later than 15 days Proceeding resulting therefrom with counsel of the receipt by its choice (reasonably acceptable to the Indemnified Party) and at its sole cost and expense (a “Third Party of such noticeDefense”); PROVIDED, HOWEVERprovided, that the failure to provide such notice Indemnifying Party shall not release have the Indemnifying right to assume the defense of a Third Party from any of its obligations under the Ancillary Agreements except Claim to the extent that the Indemnifying Party is materially prejudiced principal relief sought by such failure and shall not relieve Third Party Claim is an injunction or equitable relief against the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary AgreementsParty. If the Indemnifying Party acknowledges assumes the Third Party Defense in writing its obligations to indemnify accordance herewith, 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 retain separate co-counsel (the defense of such Third Party Claim at its expense and through counsel of its choice, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction costs for which the Indemnified Party determines will not be entitled to indemnification, unless the named parties to such Proceeding (including any impleaded parties) include the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel is required would not be permitted under applicable standards of professional conduct or such Indemnified Party shall have been advised by its outside counsel that there may be one or more legal defenses available to participate the Indemnified Party which are not available to such Indemnifying Party, or if available to such Indemnifying Party, the assertion of which would be adverse to or in such defense, at conflict with the expense interests of the Indemnifying Party. In , or if so requested to participate by Indemnifying Party, and then in each such case, the event fees, costs and expenses of such counsel shall be indemnifiable amounts hereunder) and participate in the defense of the Third Party Claim but the Indemnifying Party exercises shall control the right investigation, defense and settlement thereof. If the Indemnifying Party does not assume the Third Party Defense within such fifteen (15) day period, or the Indemnifying Party is not entitled to undertake any assume the Third Party Defense in accordance herewith, the Indemnified Party will be entitled to conduct and control the Third Party Defense, and such fees and costs shall be indemnifiable Losses hereunder; provided, that the Indemnifying Party may retain separate co-counsel at its sole cost and expense and participate in the defense against any such of the Third Party Claim as provided abovebut the Indemnified Party shall control the investigation, defense and settlement, subject to the provisions herein; and the Indemnifying Party shall cooperate in good faith in such defense. Notwithstanding anything in this Section 11.5(b) to the contrary, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Partynot, 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Indemnifying Party (which shall not be unreasonably withheld withheld, conditioned or delayed), (y) settle or compromise any Third Party Claim, or (z) permit a default or consent to entry of any judgment, in each case of clause (y) or (z), unless the claimant provides to the Indemnifying Party a release in respect of the Third Party Claim. The Indemnifying Party may settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment, in each case, provided, that such settlement settlement, default or judgment is solely for money damages that the Indemnifying Party has agreed in writing to pay and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without and its Affiliates are fully released for any claims relating thereto. (c) After any final decision, judgment or award been rendered by a Governmental Entity of competent jurisdiction or Tax Authority, or a settlement shall have been entered into, or the prior written consent of the Indemnifying Indemnified Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, and the Indemnifying Party shall not be entitled have entered into a mutually binding agreement with respect to assume a claim hereunder, or the defense of any Third Indemnifying Party fails to object to a Direct Claim and shall be liable for in the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an ordertime provided above, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, then the Indemnifying Party shall pay, or cause to be entitled paid, to assume the defense of the portion relating Indemnified Party any sums due and owing pursuant to money damagesthis Agreement with respect to such matter.

Indemnification Procedures. Each Indemnitee (aas defined under Section 10(a)) The indemnification procedures set forth in Section 8.01(bshall (i) herein are applicable give prompt written notice to any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand is made against an Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give the Indemnifying Party notice of such Third Party Claimany claim with respect to which it seeks indemnification or contribution pursuant to this Agreement (provided, as promptly as practicable, but in any event no later than 15 days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVERhowever, that the failure of the Indemnitee to provide promptly deliver such notice shall not release the Indemnifying Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from of any other obligation or liability liability, except to the extent that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges is prejudiced in writing its obligations ability to indemnify the Indemnified Party hereunder against any Losses that may result from defend such Third Party Claim, then claim) and (ii) permit such Indemnifying Party shall be entitled Party, as applicable, to assume and control the defense of such Third claim with counsel selected by such Indemnifying Party Claim at its expense and through counsel of its choice, subject reasonably satisfactory to the approval Indemnitee; provided, however, that any Indemnitee entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Indemnitee unless (A) the Indemnifying Party has agreed in writing to pay such fees and expenses, (which approval B) the Indemnifying Party shall not be unreasonably withheld or delayed), if it gives have failed to assume the defense of such claim within five (5) days of delivery of the written notice of its intention the Indemnitee with respect to do so such claim or failed to employ counsel selected by such Indemnifying Party and reasonably satisfactory to the Indemnified Party within 15 business days of the receipt of such notice from the Indemnified Party; PROVIDEDIndemnitee, HOWEVER, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate (C) in the reasonable judgment of the Indemnified Party for Indemnitee, based upon advice of its counsel, a conflict of interest may exist between the same counsel to represent both the Indemnified Party Indemnitee and the Indemnifying PartyParty with respect to such claims (in which case, then if the Indemnified Indemnitee notifies the Indemnifying Party shall be entitled in writing that it elects to retain its own counsel, in each jurisdiction for which the Indemnified Party determines employ separate counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled have the right to assume the defense of any Third Party Claim and shall be liable for such claim on behalf of the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damagesIndemnitee). If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party assumes the defense of the claim, it shall not be subject to any liability for any settlement or compromise made by the Indemnitee without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). In connection with any settlement negotiated by an Indemnifying Party, no Indemnifying Party shall, and no Indemnitee shall be entitled required by an Indemnifying Party to, (I) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation, (II) enter into any settlement that attributes by its terms any liability to the Indemnitee, or (III) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. In addition, without the consent of the Indemnitee, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement which provides for any action on the part of the Indemnitee other than the payment of money damages which are to be paid in full by the Indemnifying Party. If an Indemnifying Party fails or elects not to assume the defense of a claim pursuant to clause (B) above, or is not entitled to assume or continue the portion relating defense of such claim pursuant to money damagesclause (C) above, the Indemnitee shall have the right without prejudice to its right of indemnification hereunder to, in its discretion exercised in good faith and upon advice of counsel, to contest, defend and litigate such claim and may settle such claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnitee deems fair and reasonable, provided that, at least five (5) days prior to any settlement, written notice of its intention to settle is given to the Indemnifying Party. If requested by the Indemnifying Party, the Indemnitee agrees (at no expense to the Indemnitee) to reasonably cooperate with the Indemnifying Party and its counsel in contesting any claim that the Indemnifying Party elects to contest.

Indemnification Procedures. (a) The Any Indemnified Person making a claim for indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant to Section 7.2 or 7.3 above must give the Ancillary Agreements party from whom indemnification is sought (an "Indemnifying Party") written notice of such claim describing such claim with reasonable particularity and the nature and amount of such Loss to the extent that the nature and amount of such Loss is known at such time) (an "Indemnification Claim Notice") promptly after the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim (a "Proceeding") against or involving the Indemnified Party by a Governmental Authority or other third party or otherwise discovers the liability, obligations or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to Section 7.2 or 7.3, as applicable, except to the extent that (and only to the extent that) such failure shall have caused the damages for which the Indemnifying Party is obligated to be greater than such damages would have been had the Tax Matters Agreement)Indemnified Party given the Indemnifying Party prompt notice hereunder. (b) If a claim The Indemnifying Party shall have 30 days from the personal delivery or demand is made against an mailing of the Indemnification Claim Notice (the "Notice Period") to notify the Indemnified Party by any Person who is (i) whether or not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give the Indemnifying Party notice disputes the liability of such Third Party Claim, as promptly as practicable, but in any event no later than 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 the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations to indemnify the Indemnified Party hereunder with respect to such claim or demand and (ii) whether or not it desires to defend the Indemnified Party against any Losses that may result from such Third Party Claim, then such claim or demand. (c) If (i) the Indemnifying Party shall be entitled agrees in writing to assume and control be, responsible for the defense full amount of such Third Loss, and (ii) the claim for indemnification does not relate to a matter (A) that, if determined adversely, could reasonably be expected to expose the Indemnified Party Claim at its expense and through counsel to criminal prosecution or penalties, (B) that, if determined adversely, could reasonably be expected to result in the imposition of its choicea consent order, subject to injunction or decree which would restrict the approval activity or conduct of the Indemnified Party or any Affiliate thereof, or (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction C) for which the Indemnified Party determines counsel is required to participate shall have reasonably concluded, in such defensegood faith, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate after consultation with the Indemnifying Party in such defense and make available to the Indemnifying Party, at that such representation is likely to result in a conflict of interest or materially jeopardize the viability of such defense, then the Indemnifying Party's Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense, it may do so at its sole cost and expense, all witnesses, pertinent records, materials . The Indemnifying Party in no event shall have any right to control (as opposed to participate in pursuant to Section 7.4(d) hereof) the defense of any claim and information in shall pay the expenses of the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.if:

Indemnification Procedures. Each Indemnitee (aas defined under Section 10(a)) The indemnification procedures set forth in Section 8.01(bshall (i) herein are applicable give prompt written notice to any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand is made against an Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give the Indemnifying Party notice of such Third Party Claimany claim with respect to which it seeks indemnification or contribution pursuant to this Agreement (provided, as promptly as practicable, but in any event no later than 15 days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVERhowever, that the failure of the Indemnitee to provide promptly deliver such notice shall not release the Indemnifying Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from of any other obligation or liability liability, except to the extent that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges is prejudiced in writing its obligations ability to indemnify the Indemnified Party hereunder against any Losses that may result from defend such Third Party Claim, then claim) and (ii) permit such Indemnifying Party shall be entitled Party, as applicable, to assume and control the defense of such Third claim with counsel selected by such Indemnifying Party Claim at its expense and through counsel of its choice, subject reasonably satisfactory to the approval Indemnitee; provided, however, that any Indemnitee entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Indemnitee unless (A) the Indemnifying Party has agreed in writing to pay such fees and expenses, (which approval B) the Indemnifying Party shall not be unreasonably withheld or delayed), if it gives have failed to assume the defense of such claim within five (5) days of delivery of the written notice of its intention the Indemnitee with respect to do so such claim or failed to employ counsel selected by such Indemnifying Party and reasonably satisfactory to the Indemnified Party within 15 business days of the receipt of such notice from the Indemnified Party; PROVIDEDIndemnitee, HOWEVER, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate (C) in the reasonable judgment of the Indemnified Party for Indemnitee, based upon advice of its counsel, a conflict of interest may exist between the same counsel to represent both the Indemnified Party Indemnitee and the Indemnifying PartyParty with respect to such claims (in which case, then if the Indemnified Indemnitee notifies the Indemnifying Party shall be entitled in writing that it elects to retain its own counsel, in each jurisdiction for which the Indemnified Party determines employ separate counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled have the right to assume the defense of such claim on behalf of the Indemnitee). If the Indemnifying Party assumes the defense of the claim, it shall not be subject to any Third liability for any settlement or compromise made by the Indemnitee without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). In connection with any settlement negotiated by an Indemnifying Party, no Indemnifying Party Claim shall, and no Indemnitee shall be liable for required by an Indemnifying Party to, (I) enter into any settlement which does not include as an unconditional term thereof the fees and expenses of counsel incurred giving by the Indemnified claimant or plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation, (II) enter into any settlement that attributes by its terms any liability to the Indemnitee, or (III) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. In addition, without the consent of the Indemnitee, no Indemnifying Party in defending such Third Party Claim if shall consent to entry of any judgment or enter into any settlement which provides for any action on the Third Party Claim seeks an order, injunction or other equitable relief or relief for part of the Indemnitee other than the payment of money damages against which are to be paid in full by the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damagesIndemnifying Party. If an Indemnifying Party fails or elects not to assume the defense of a claim pursuant to clause (B) above, or is not entitled to assume or continue the defense of such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damagesclaim pursuant to clause (C) above, the Indemnifying Party shall be entitled have the right without prejudice to assume its right of indemnification hereunder to, in its discretion exercised in good faith and upon advice of counsel, to contest, defend and litigate such claim and may settle such claim, either before or after the defense initiation of litigation, at such time and upon such terms as the portion relating Indemnitee deems fair and reasonable, provided that, at least five (5) days prior to money damagesany settlement, written notice of its intention to settle is given to the Indemnifying Party. If requested by the Indemnifying Party, the Indemnitee agrees (at no expense to the Indemnitee) to reasonably cooperate with the Indemnifying Party and its counsel in contesting any claim that the Indemnifying Party elects to contest.

Indemnification Procedures. The obligations and liabilities of each indemnifying party hereunder with respect to claims resulting from the assertion of liability by the other party or third parties shall be subject to the following terms and conditions: (a) The indemnification procedures set forth in Section 8.01(bIf any person shall notify an indemnified party (the "Indemnified Party") herein are applicable with respect to any indemnity granted pursuant matter which may give rise to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand is made against an Indemnified Party by any Person who is not a party to the Ancillary Agreements for indemnification (a "THIRD PARTY CLAIMClaim") as to which such Indemnified Party is entitled to indemnification pursuant to against Buyer or the Ancillary AgreementsSellers (the "Indemnifying Party") under this Section 8, such then the Indemnified Party shall give the promptly notify each Indemnifying Party notice thereof in writing; provided, however, that no delay on the part of such Third Party Claim, as promptly as practicable, but in any event no later than 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 in notifying any Indemnifying Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have hereunder unless (and then solely to any Indemnified Party otherwise than under the Ancillary Agreements. If extent) the Indemnifying Party acknowledges thereby is prejudiced. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing its obligations to within 15 days after the Indemnified Party has given notice of the Claim that the Indemnifying Party will indemnify the Indemnified Party hereunder from and 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, entirety (subject to the approval any limitations contained in Section 8) of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Claim, (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party within 15 business days of that the receipt of such notice from Indemnifying Party will have the Indemnified Party; PROVIDEDfinancial resources to defend against the Claim and fulfill its indemnification obligations hereunder, HOWEVER(iii) the Claim involves only money damages and does not seek an injunction or other equitable relief, that if there exists (iv) settlement of, or an adverse judgment with respect to, the Claim is reasonably likely to exist a conflict of interest that would make it inappropriate not, in the reasonable good faith judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled likely to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available establish a precedential custom or practice materially adverse 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, subject to reimbursement continuing business interests of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by and (v) the Indemnifying Party conducts the defense of the Claim actively and diligently and in good faith. (c) So long as the Indemnifying Party is conducting the defense of the Claim in accordance with Section 8.3(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Claim without the prior written consent of the Indemnified Party (which shall not to be unreasonably withheld unreasonably). (d) In the event any of the conditions in Section 8.3(b) above is or delayedbecomes unsatisfied, however, (i) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without may defend against, and consent to the prior written entry of any judgment or enter into any settlement with respect to, the Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent of from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of will remain responsible for any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by damages the Indemnified Party may suffer resulting from, arising out of, relating to, in defending such Third Party the nature of, or caused by the Claim if to the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesfullest extent provided in this Section 8.

Indemnification Procedures. 14.3.1 If any Buyer Indemnified Party or Seller Indemnified Party, as the case may be, seeks to make a claim for indemnification (aan “Indemnified Claim”) The indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant to the Ancillary Agreements (Section 14.2.1 or Section 14.2.2, as applicable, other than the Tax Matters Agreement). (b) If in respect of a claim or demand is made against an Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim, as promptly as practicablethe Party entitled to indemnification (the “Indemnified Party”) shall notify the party required to provide indemnity hereunder (the “Indemnifying Party”) in writing of such claim specifying in reasonable detail the factual basis of such claim, but in any event no later than 15 days stating the amount of Losses (or if not known, a good faith estimate of the receipt amount of Losses) and the method of computation thereof, containing a reference to any and all provisions of this Agreement with respect to which indemnification is being sought (each such notice, a “Claim Notice”). The failure by the any Indemnified Party of such notice; PROVIDED, HOWEVER, that to so notify the failure to provide such notice Indemnifying Party shall not release relieve the Indemnifying Party from any of its obligations liability under the Ancillary Agreements this Agreement which it may have to such Indemnified Party under Section 14.2 hereof except to the extent the Indemnifying Party shall have been prejudiced with respect to such individual indemnified claim in any material respect as a result of such failure. The Indemnifying Party and the Indemnified Party shall endeavor to negotiate in good faith a resolution of any dispute described in a Claim Notice and, if not resolved through negotiations within sixty (60) days after the delivery of the Claim Notice, such dispute shall be resolved by litigation as provided in Section 16.5. 14.3.2 In the event that any claim is materially prejudiced asserted in writing by such failure and any Person other than a Buyer Indemnified Party or a Seller Indemnified Party or any Proceeding is commenced or threatened in writing by any Person other than a Buyer Indemnified Party or a Seller Indemnified Party involving a claim for which an Indemnifying Party may be obligated to indemnify an Indemnified Party (a “Third Party Claim”), the Indemnified Party shall not relieve give written notice to the Indemnifying Party from promptly (and in any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations to indemnify event within thirty (30) days) after the Indemnified Party hereunder against any Losses that may result from receives written notification of the facts giving rise to such Third Party Claim, then specifying in reasonable detail the factual basis of the Third Party Claim, stating the amount of Losses (or if not known, a good faith estimate of the amount of Losses) and the method of computation thereof, containing a reference to any and all provisions of this Agreement with respect to which indemnification is being sought. The failure of an Indemnified Party to provide notice in accordance with this Section 14.3.2, or any delay in providing such notice, shall not constitute a waiver of that Indemnified Party’s claims to indemnification pursuant to Section 14.2, except to the extent that (i) the Indemnifying Party shall have been prejudiced in any material respect as a result of such failure, or (ii) such notice is not delivered to the Indemnifying Party prior to the expiration of the applicable survival period set forth in Section 14.1. Any such notice to the Indemnifying Party of a Third Party Claim shall be accompanied by a copy of any papers theretofore served on or delivered to the Indemnified Party in connection with such Third Party Claim. (a) In the event of receipt of notice of a Third Party Claim from an Indemnified Party pursuant to this Section 14.3.2, the Indemnifying Party will be entitled to assume the defense and control the defense of such Third Party Claim at its expense and through counsel of its choice, subject to the approval provisions of the Indemnified Party (which approval shall not be unreasonably withheld or delayed)this Section 14.3.2, if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled permitted to retain participate in the defense thereof and to employ separate counsel of its choice for such purpose at its own counsel, expense (except as otherwise provided in each jurisdiction for which the last sentence of this Section 14.3.2). After written notice by the Indemnifying Party to the Indemnified Party determines counsel is required of its election to participate in such defense, at assume the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such a Third Party Claim, the Indemnifying Party shall not be liable to such Indemnified Party for any legal fees or expenses subsequently incurred by such Indemnified Party for its own account. Whether the Indemnifying Party or the Indemnified Party is defending and controlling any such Third Party Claim, it shall select counsel, contractors, experts and consultants of recognized standing and competence, shall take reasonable steps necessary in the investigation, defense or settlement thereof, and shall diligently and promptly pursue the resolution thereof. The party conducting the defense thereof shall at all times act as if all Losses relating to the Third Party Claim were for its own account and shall act in good faith and with reasonable prudence to minimize Losses therefrom. The Indemnified Party shall, and shall cause each of its Affiliates and Representatives to, reasonably cooperate with the Indemnified Indemnifying Party in such defense and make available connection with any Third Party Claim. Notwithstanding anything to the contrary in this Section 14.3.2(a), (i) in any event the Indemnified Party all such witnessesshall have the right to control, records, materials and information in pay or settle any Third Party Claim which the Indemnifying Party shall have undertaken to defend so long as (1) the Indemnified Party shall also waive any right to indemnification therefor by the Indemnifying Party's possession , and (2) the consent to the entry of any judgment, or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Partyentry into any settlement, subject compromise or discharge, with respect to reimbursement of reasonable out-of-pocket expenses. No any such Third Party Claim may be settled by Claim, (I) does not impose monetary damages, injunctive or other equitable relief against the Indemnifying Party without the prior written consent or any of the Indemnified Party its Affiliates, and (which shall II) does not be unreasonably withheld contain or delayed) unless such settlement is solely involve an admission or statement providing for money and includes an unconditional release of each Indemnified Party from or acknowledging any and all Losses arising out of such action, claim, suit liability or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent criminal wrongdoing on behalf of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoingany of its Affiliates, and (ii) the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred employed by the Indemnified Party (x) for any period after notice thereof during which the Indemnifying Party has failed to assume the defense thereof, and (y) if, based on the advice of counsel, a conflict of interest exists between the Indemnifying Party and the Indemnified Party in defending respect of the matters subject to such Third Party Claim if Claim. (b) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, consent to the entry of any judgment, or enter into any settlement, compromise or discharge, with respect to any Third Party Claim seeks Claim, and the Indemnified Party shall be entitled to withhold its consent to a settlement of, or the entry of any judgment arising from, any Third Party Claims that (i) does not involve as the sole remedy monetary damages that are fully borne by the Indemnifying Party, (ii) does not contain an orderunconditional release of the Indemnified Party from all liabilities with respect to such Third Party Claim, injunction (iii) imposes injunctive or other equitable relief or relief for other than money damages against the Indemnified Party which or any of its Affiliates, or (iv) contains or involves an admission or statement providing for or acknowledging any liability or criminal wrongdoing on behalf of the Indemnified Party reasonably determinesor any of its Affiliates. Except as expressly provided in this Agreement, after conferring with its counselthe Indemnified Party shall not consent to the entry of any judgment, cannot be separated from or enter into any related claim for money damages. If such equitable relief settlement, compromise or other relief portion discharge of the any Third Party Claim can without the prior written consent of the Indemnifying Party, which may be so separated from that for money damagesconditioned or delayed in its reasonable discretion. (c) If an Indemnifying Party makes any payment on an Indemnified Claim, the Indemnifying Party shall be entitled subrogated, to assume the defense extent of such payment, to all rights and remedies of the portion Indemnified Party to any insurance benefits or other claims or benefits of the Indemnified Party with respect to such claim. (d) Notwithstanding anything in this Article 14 to the contrary, in no event shall the Buyer Indemnified Parties be required to deliver any notice of any Third Party Claim relating to money damagesthe matters for which the Buyer Parties are indemnified pursuant to Sections 14.2.2(c), 14.2.2(d), 14.2.2(e) and 14.2.2(f) and which Third Party Claim had been made or was in existence prior to the Initial Closing Date. 14.3.3 The Parties agree that any indemnification payments made with respect to this Agreement, including under this Section 14.3, shall be treated for all Tax purposes as an adjustment to the purchase price hereunder unless otherwise required by Law (including by a determination of a Tax authority that, under applicable Law, is not subject to further review or appeal).

Indemnification Procedures. (a) The indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand is made against an Indemnified Party Promptly after receipt by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to claim indemnification pursuant to hereunder (an “Indemnified Party”) of notice of the Ancillary Agreementscommencement of any action, such Indemnified Party shall give shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify the Indemnifying Party notice of such Third Party Claim, as promptly as practicablein writing thereof, but in any event no later than 15 days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVER, that the failure omission so to provide such notice shall not release notify the Indemnifying Party shall not relieve it from any of its obligations liability which it may have to such Indemnified Party other than under the Ancillary Agreements except this Section 5.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 5.3 if and to the extent the Indemnifying Party is materially prejudiced by such failure omission. In case any such action shall be brought against any Indemnified Party and it shall not relieve notify the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damagescommencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 5.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the portion relating reasonable expenses and fees of such separate counsel and other expenses related to money damagessuch participation to be reimbursed by the Indemnifying Party as incurred.

Indemnification Procedures. All claims for indemnification by an Indemnified Party under Section 7.2 shall be asserted and resolved as follows: (a) The indemnification procedures set forth in Section 8.01(b) herein are applicable to In the event any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand is made against in respect of which an Indemnified Party by any Person who might seek indemnity under Section 7.2 is not a party asserted against or sought to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which be collected from such Indemnified Party is entitled to indemnification pursuant to by a Person other than a Seller Indemnified Party or a Purchaser Indemnified Party (a “Third Party Claim”), the Ancillary Agreements, such Indemnified Party shall give promptly deliver a Claim Notice to the Indemnifying Party; provided that no delay on the part of the Indemnified Party in giving any such Claim Notice shall relieve the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 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 the Ancillary Agreements except indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such failure and delay. The Indemnifying Party shall notify the Indemnified Party in writing as soon as practicable within the Dispute Period whether or not relieve the Indemnifying Party from desires, at the Indemnifying Party’s sole cost and expense and by counsel of its own choosing, which shall be reasonably satisfactory to the Indemnified Party, to defend against such Third Party Claim; provided further that if, under applicable standards of professional conduct a conflict on any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If significant issue between the Indemnifying Party acknowledges in writing its obligations to indemnify and the Indemnified Party hereunder against any Losses that may result from exists in respect of such Third Party Claim, then such the 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of reimburse the Indemnified Party for the same reasonable fees and expenses of one additional counsel to represent both be retained in order to resolve such conflict, promptly upon presentation by the Indemnified Party and of invoices or other documentation evidencing such amounts to be reimbursed. (i) If the Indemnifying Party, then Party notifies the Indemnified Party shall be entitled within the Dispute Period that it desires to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense defend against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, (i) the Indemnifying Party shall cooperate with use its Commercially Reasonable Efforts to defend and protect the interests of the Indemnified Party in with respect to such defense and make available to the Indemnified Third Party all such witnessesClaim, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by (ii) the Indemnified Party, subject prior to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by or during the period in which the Indemnifying Party assumes the defense of such matter, may take such reasonable actions as the Indemnified Party deems necessary to preserve any and all rights with respect to such matter, without such actions being construed as a waiver of the Indemnified Party’s rights to defense and indemnification pursuant to this Agreement, (iii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party Party, consent to any settlement that (which shall A) does not be unreasonably withheld or delayed) unless such settlement is solely for money and includes contain an unconditional release of each the Indemnified Party from the subject matter of the settlement, (B) imposes any liabilities or obligations on the Indemnified Party and all Losses arising out (C) with respect to any non-monetary provision of such actionsettlement, claimcould, suit or proceeding and would not otherwise adversely affect in the Indemnified Party. No ’s reasonable judgment, have a material adverse effect on the business, assets, properties, condition (financial or otherwise), results of operations or prospects of the Indemnified Party (for purposes of this subsection (iii) an effect shall be deemed “material” if it involves $100,000 or more), (iv) the Indemnified Party shall cooperate to the extent reasonable (during regular business hours) with the Indemnifying Party and its counsel in the investigation, defense and settlement thereof and (v) the Indemnifying Party shall be deemed to have agreed that it will indemnify the Indemnified Party pursuant to, and subject to the conditions and limitations set forth in, the provisions of this Article VII. (ii) If the Indemnifying Party does not notify the Indemnified Party within the Dispute Period that it desires to defend against such Third Party Claim may be settled by Claim, then the Indemnifying Party shall have the right to participate in any such defense at its sole cost and expense, but, in such case, the Indemnified Party shall control the investigation and defense and may settle or take any other actions the Indemnified Party deems reasonably advisable without in any way waiving or otherwise affecting the prior written consent of Indemnified Party’s rights to indemnification pursuant to this Agreement. (iii) The Indemnified Party and the Indemnifying Party agree to make available to each other, their counsel and other representatives, all information and documents available to them which shall not relate to such Third Party Claim. The Indemnified Party and the Indemnifying Party, the MGM Acquired Entities and their respective employees also agree to render to each other such assistance and cooperation as may reasonably be unreasonably withheld or delayed. required to ensure the proper and adequate defense of such Third Party Claim. (iv) Notwithstanding the foregoing, in any event, if the Indemnified Party desires to participate in any defense of a Third Party Claim it may do so at its sole cost and expense, and the Indemnified Party shall have the right to control, pay or settle any Third Party Claim which the Indemnifying Party shall have undertaken to defend so long as the Indemnified Party shall also waive any right to indemnification therefor by the Indemnifying Party. (b) In the event that an Indemnified Party should have a claim against the Indemnifying Party hereunder which it determines to assert, but which does not be entitled to assume the defense of any involve a Third Party Claim and Claim, the Indemnified Party shall be liable for send an Indemnity Notice with respect to such claim to the fees and expenses of counsel incurred by Indemnifying Party. The Indemnifying Party shall have the Dispute Period during which to notify the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against writing of any good faith objections it has to the Indemnified Party which Party’s Indemnity Notice, setting forth in reasonable detail each of the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damagesIndemnifying Party’s objections thereto. If the Indemnifying Party does not deliver such equitable relief or other relief portion written notice of objection within the Third Party Claim can be so separated from that for money damagesDispute Period, the Indemnifying Party shall be deemed to have accepted responsibility for the prompt payment of the Indemnified Party’s claims for indemnification set forth in the Indemnity Notice, and shall have no further right to contest the validity of such indemnification claims. If the Indemnifying Party does deliver such written notice of objection within the Dispute Period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve any such dispute within the Resolution Period and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by arbitration in accordance with Section 7.3(c). (c) Any dispute submitted to arbitration pursuant to this Section 7.3(c) shall be finally and conclusively determined by the decision of a board of arbitration consisting of three members (hereinafter sometimes called the “Board of Arbitration”) selected as hereinafter provided. Each of the Indemnified Party and the Indemnifying Party shall select one member and the third member shall be selected by mutual agreement of the other members, or if the other members fail to reach agreement on a third member within twenty days after the selection of the second arbitrator, such third member shall thereafter be selected by the American Arbitration Association upon application made to it for a third member possessing expertise or experience appropriate to the dispute jointly by the Indemnified Party and the Indemnifying Party. The Board of Arbitration shall meet in Las Vegas, Nevada or such other place as a majority of the members of the Board of Arbitration determines more appropriate, and shall reach and render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to the amount, if any, which the Indemnifying Party is required to pay to the Indemnified Party in respect of the Indemnified Party’s claims for indemnification set forth in the Indemnity Notice. In connection with rendering its decision, the Board of Arbitration shall adopt and follow such rules and procedures as a majority of the members of the Board of Arbitration deems necessary or appropriate. To the extent practical, decisions of the Board of Arbitration shall be rendered no more than thirty days following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnified Party and the Indemnifying Party. Any decision made by the Board of Arbitration (either prior to or after the expiration of such thirty day period) shall be final, binding and conclusive on the Indemnified Party and the Indemnifying Party and entitled to assume be enforced to the defense fullest extent permitted by Law and entered in any court of competent jurisdiction. Each party to any arbitration shall bear its own expenses in relation thereto, including but not limited to such party’s attorneys’ fees, if any, and the expenses and fees of the Board of Arbitration shall be divided between the Indemnifying Party and the Indemnified Party in the same proportion as the portion relating of the related claim determined by the Board of Arbitration to money damagesbe payable to the Indemnified Party bears to the portion of such claim determined not to be so payable.

Indemnification Procedures. (a) The indemnification procedures set forth Each Indemnified Party shall, promptly after the receipt of notice of a written threat or the commencement of any action against such Indemnified Party in Section 8.01(b) herein are applicable to any respect of which indemnity granted may be sought from an Indemnifying Party pursuant to this Section 8, notify the Ancillary Agreements (other than Indemnifying Party in writing thereof, stating, to the Tax Matters Agreement)extent known, the name of the Person threatening or commencing such action and a brief statement of the basis for any claim of indemnity for Losses. (b) If a claim or demand is made against an The failure of any Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give the so notify an Indemnifying Party notice of any such Third Party Claim, as promptly as practicable, but in any event no later than 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 the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and action shall not relieve the Indemnifying Party from any other obligation or liability except to the extent that the rights of such Indemnifying Party are prejudiced by such failure, it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If being understood that the Indemnifying Party acknowledges is per se prejudiced if delivery of a notice specifying in writing its obligations reasonable detail the basis for an indemnification claim under this Section 8 is delivered after the time period set forth in Section 8.5(d). (c) With respect to indemnify the any action notified by an Indemnified Party hereunder against to an Indemnifying Party in accordance with this Section 8, the Indemnifying Party will be entitled to participate therein, and, to the extent it may wish, to assume the defense thereof with counsel reasonably satisfactory to such Indemnified Party, and after written notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to such Indemnified Party under this Section 8 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. (d) Upon making any payment to an Indemnified Party for any indemnification claim for Losses that may result from such Third Party Claimpursuant to this Section 8, then such the Indemnifying Party shall be entitled subrogated, to assume and control the defense extent of such Third Party Claim at its expense and through counsel of its choicepayment, subject to the approval of any rights which the Indemnified Party may have against any other parties with respect to the subject matter underlying such indemnification claim. (e) The Indemnifying Parties shall not settle any action for which approval shall an Indemnified Party is or may be entitled to indemnification hereunder without the prior written consent of such Indemnified Party, which consent will not be unreasonably withheld or delayed), if it gives notice of its intention to do so to provided that the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld required so long as the settlement (i) only provides for the payment of monetary damages by the Indemnifying Parties, (ii) does not restrict the conduct or delayedbusiness activities of any of the Indemnified Parties and (iii) unless such settlement is solely for money provides a complete and includes an unconditional full release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect liability to the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Indemnification Procedures. (a) The If any third party asserts any claim against a party to this Agreement which, if successful, would entitle the party to indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant under this Article X (the “Indemnified Party”), it shall give notice of such claim to the Ancillary Agreements party from whom it intends to seek indemnification (other than the Tax Matters Agreement“Indemnifying Party”) and the Indemnifying Party shall have the right to assume the defense and, subject to Section 10.2(b), settlement of such claim at its expense by representatives of its own choosing acceptable to the Indemnified Party (which acceptance shall not be unreasonably withheld). The failure of the Indemnified Party to notify the Indemnifying Party of such claim shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have with respect to such claim, except to the extent that the defense is materially prejudiced by such failure. The Indemnified Party shall have the right to participate in the defense of such claim at its expense (which expense shall not be deemed to be a Loss), in which case the Indemnifying Party shall cooperate in providing information to and consulting with the Indemnified Party about the claim. If the Indemnifying Party fails or does not assume the defense of any such claim within 15 days after written notice of such claim has been given by the Indemnified Party to the Indemnifying Party, the Indemnified Party may defend against or, subject to Section 10.2(b), settle such claim with counsel of its own choosing at the expense (to the extent reasonable under the circumstances) of the Indemnifying Party. (b) If a claim or demand is made against an Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVER, that the failure to provide such notice shall does not release the Indemnifying Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to a claim involving the approval asserted liability of the Indemnified Party (which approval shall not be unreasonably withheld or delayed)under this Article X, if it gives notice of its intention to do so to the Indemnified Party within 15 business days of the receipt no settlement 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party claim shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled made by the Indemnified Party without the prior written consent of the Indemnifying Party Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, If the Indemnifying Party assumes the defense of such a claim, (i) no settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other claim that may be made against the Indemnified Party, (B) the sole relief provided is monetary damages that have been paid in full by the Indemnifying Party, and (C) the settlement includes, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim, and (ii) the Indemnified Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. Notwithstanding anything in this Agreement to the contrary, the Litigation shall not be entitled to assume settled or compromised on any terms and conditions without the defense prior written consent of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesSeller’s Representative.

Indemnification Procedures. (a) The indemnification procedures set forth in Section 8.01(bIn the event that any Action is threatened or commenced by a Third Party involving a claim for which a party may be required to provide indemnity (an “Indemnifying Party”) herein are applicable to any indemnity granted other party (an “Indemnified Party”) hereunder (an “Asserted Liability”), the Indemnified Party promptly shall notify the Indemnifying Party of such Asserted Liability in a writing that (i) describes such Asserted Liability in reasonable detail (including the facts underlying each particular claim and an identification of particular sections of this Agreement pursuant to which indemnification is being sought); (ii) attaches copies of any material written evidence upon which such Asserted Liability is based (provided that to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand is made against an Indemnified Party by any Person who extent such written evidence is not a party to reasonably available at such time, the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give so indicate, and shall promptly provide such evidence when it becomes available); and (iii) sets forth, to the extent possible, the estimated amount of Losses for which the Indemnified Party may be liable (the “Claim Notice”); provided that no delay or failure on the part of the Indemnified Party in giving any Claim Notice shall relieve the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 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 the Ancillary Agreements indemnification obligation hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure and delay or failure. The Indemnifying Party shall not relieve have forty-five (45) days from its receipt of a Claim Notice (the “Notice Period”) to notify the Indemnified Party whether the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If desires, at the Indemnifying Party acknowledges in writing Party’s sole cost and expense and by counsel of its obligations to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claimown choosing, 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Partyan Asserted Liability. In the event If the Indemnifying Party exercises the right undertakes to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense assume 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claimof an Asserted Liability, (i) the Indemnifying Party shall cooperate with the Indemnified Party in defend against such defense Asserted Liability and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by (ii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), consent to any settlement that (A) unless such settlement is solely for money and includes an unconditional does not contain a full release of each the Indemnified Party from any and all Losses arising out the subject matter of such actionthe settlement, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled (B) requires an express admission of wrongdoing by the Indemnified Party without or (C) provides for injunctive or other non-monetary relief affecting the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Indemnified Party; provided that the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim an Asserted Liability and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (1) such Asserted Liability relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (2) the primary objective of such Asserted Liability is to seek injunctive or other equitable relief against the Indemnified Party, (3) the Indemnified Party’s potential Losses in excess of the Cap are reasonably expected to significantly exceed the Indemnifying Party’s potential indemnification obligations hereunder, (4) the Indemnifying Party does not agree in writing that it would be liable for obligated to pay all Losses arising from or related to such Asserted Liability if such claim was valid and indemnifiable, or (5) such Asserted Liability relates to an alleged violation of Environmental Laws that would reasonably be expected to materially affect the Indemnified Party’s then current business, operations or real property; provided, further, that the Indemnifying Party shall have the right to retain its own counsel (but the fees and expenses of such counsel incurred by shall be at the expense of the Indemnifying Party) and participate in the defense of such Asserted Liability and the Indemnified Party in defending shall not consent to any settlement of such Third Asserted Liability without the prior written consent of the Indemnifying Party Claim if (which consent shall not be unreasonably withheld, conditioned or delayed). If the Third Indemnifying Party Claim seeks undertakes to assume and control the defense of an orderAsserted Liability, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which shall cooperate fully with the Indemnifying Party and its counsel in the investigation, defense and settlement thereof, including (x) procuring potential witnesses and witness statements, (y) promptly furnishing documentary evidence to the extent available to it or its Affiliates and (z) providing access to any other relevant party, including any Representatives of the parties as reasonably needed, to ensure the proper and adequate defense of an Asserted Liability. The Indemnified Party may participate in, but not control, any proceeding with counsel of the Indemnified Party’s choice at the Indemnified Party’s expense. Notwithstanding the foregoing, in any event, the Indemnified Party reasonably determinesshall have the right to settle any Asserted Liability that the Indemnifying Party shall have undertaken to defend; provided that in the event that the Indemnified Party exercises its right to settle an Asserted Liability, after conferring then the Indemnified Party irrevocably and unconditionally waives any right to indemnification by the Indemnifying Party with its counselrespect to the Asserted Liability; provided, cannot be separated further that the Indemnified Party unconditionally releases the Indemnifying Party from any related claim for money damages. and all liabilities as part of any such settlement. (b) If such equitable relief the Indemnifying Party (i) does not undertake within the Notice Period to assume and control the defense of an Asserted Liability or other relief portion (ii) after assuming the defense of an Asserted Liability, fails to prosecute or withdraws from the defense, then the Indemnified Party shall have the right to control the investigation, defense and settlement of the Third Party Claim can be so separated from that for money damagesAsserted Liability at the Indemnifying Party’s expense. In the case of clause (i) of the preceding sentence, the Indemnifying Party shall be entitled have the right to assume participate in any such defense at its sole cost and expense; provided, however, that the defense Indemnified Party shall not consent to any settlement of an Asserted Liability without the prior written consent of the portion relating Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). If an Indemnified Party settles an Asserted Liability it is defending pursuant to money damagesthis Section 9.4(b) without obtaining the Indemnifying Party’s prior written consent to such settlement in violation of the immediately preceding sentence, then the Indemnifying Party shall be relieved of its indemnification obligations hereunder in respect of such Asserted Liability. (c) In the event that any Indemnified Party has a claim against any Indemnifying Party under this ARTICLE IX for Losses not involving a claim by a Third Party that such Indemnified Party believes gives rise to a claim for indemnification in accordance with the terms hereunder, the Indemnified Party promptly shall notify the Indemnifying Party of such claim in a writing that (i) describes such claim in reasonable detail (including the facts underlying such claim and an identification of particular sections of this Agreement pursuant to which indemnification is being sought); (ii) attaches copies of any material written evidence upon which such claim is based (provided that to the extent such written evidence is not reasonably available at such time, the Indemnified Party shall so indicate, and shall promptly provide such evidence when it becomes available); and (iii) sets forth, to the extent possible, the estimated amount of Losses for which the Indemnifying Party may be liable; provided that no delay or failure on the part of the Indemnified Party in giving any notice pursuant to this Section 9.4(c) shall relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent that the Indemnifying Party is materially prejudiced by such delay or failure.

Indemnification Procedures. The following provisions shall apply to any Person seeking indemnification pursuant to this Article 9 (an "Indemnified Party") from or against the assertion of any claim referred to in Section 9 (a "Covered Claim"). (a) The indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand is made against an Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give prompt notice of the Covered Claim to Cantor (the Indemnifying Party); provided, however, that failure to give prompt notice will not relieve the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 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 the Ancillary Agreements liability hereunder (except to the extent the Indemnifying Party is materially prejudiced has suffered actual material prejudice by such failure and shall not relieve failure). (b) Within 10 Business Days of receipt of notice from the Indemnified Party pursuant to this Section 9.3, the Indemnifying Party from any other obligation or liability that it may will have the right, exercisable by written notice to any the Indemnified Party otherwise than under Party, to assume the Ancillary Agreementsdefense of a Covered Claim. If the Indemnifying Party acknowledges assumes such defense, the Indemnifying Party may select counsel, which counsel will be reasonably acceptable to the Indemnified Party. (c) If the Indemnifying Party: (i) does not assume the defense of any Covered Claim in writing its obligations accordance with this Section 9.3; or (ii) having so assumed such defense, unreasonably fails to indemnify defend against such Covered Claim; then, upon fifteen Business Days written notice to the Indemnifying Party, 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 Covered Claim with counsel chosen by the Indemnifying Party Claim at its expense and through counsel of its choice, subject reasonably satisfactory to the approval Indemnified Party, and the cost of such defense (including such counsel's reasonable fees and expenses) shall be paid by the Indemnifying Party. (d) The party controlling the defense of a Covered Claim will have the right to consent to the entry of judgment with respect to, or otherwise settle, such Covered Claim with the prior written consent of the Indemnified Party (other party, which approval shall consent will not be unreasonably withheld or delayed); provided, however, that such other party may withhold its consent if it gives notice of its intention to do so to the Indemnified Party within 15 business days of the receipt of any such notice from judgment or settlement imposes a monetary or continuing non-monetary obligation on the Indemnified Party; PROVIDED, HOWEVER, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment does not include an unconditional release of the Indemnified Party for and its affiliates from all elements of the same counsel to represent both Covered Claim. (e) The Indemnifying Party and the Indemnified Party will cooperate, and the Indemnifying Party, then the Indemnified Party shall be entitled cause their respective affiliates to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarlycooperate, in the event the Indemnified Party is, directly defense or indirectly, conducting the defense against prosecution of any such Third Party Covered Claim, the . The Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject as the case may be, will have the right to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such actionparticipate, claimat its own expense, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume in the defense or settlement of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesCovered Claim.

Indemnification Procedures. (a) The All claims for indemnification procedures by any Indemnified Party under this Article 9 with respect to third-party claims shall be asserted and resolved as set forth in this Section 8.01(b) herein are applicable 9.4. In the event that any written claim or demand for which either SXCP or Raven Holdings, as the case may be (an “Indemnifying Party”), would be liable to any indemnity granted Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 30 days following such Indemnified Party’s receipt of such claim or demand, notify the Indemnifying Party of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the “Claim Notice”). Unless the matter relating to the Claim Notice requires quicker action, the Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (such 30-day or shorter period, the “Notice Period”) to notify the Indemnified Party (i) whether the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (ii) whether it desires, to the extent it has the right pursuant to the Ancillary Agreements (other than provisions of this Section, to defend the Tax Matters Agreement)Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. (b) Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to, at its sole cost and expense, defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense with counsel reasonably acceptable to the Indemnified Party so long as such claim or demand does not involve (i) a conflict of interest between the Indemnifying Party or its selected counsel, on the one hand, and the Indemnified Party, on the other hand, (ii) any defenses that the Indemnified Party could make in good faith that the Indemnifying Party could not make in good faith or otherwise under applicable Law or rules of professional conduct or (iii) any request by the third party asserting such claim or demand for an injunction (whether temporary or permanent) or other remedy in equity which if successful could reasonably be expected to adversely affect the business, assets or operations of the Purchaser or its Affiliates (including Raven or Jacob). If any Indemnified Party desires to participate in any such defense, it may do so at its sole cost and expense. (c) Except as provided below in this Section, the Indemnified Party shall not settle a claim or demand is made against an Indemnified Party by any Person who is not a party to without the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 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 the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense consent of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the The Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all such witnessesnot, 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall the Indemnified Party will not be unreasonably withheld withhold unreasonably), settle, compromise or delayedoffer to settle or compromise any such claim or demand on a basis that (i) unless such settlement is solely for money and includes an unconditional would restrict or impair the future business activity, or conduct of the Indemnified Party or any Affiliate thereof, (ii) would not result in a full release of each the Indemnified Party from or (iii) provides for any remedy other than the payment of monetary damages. (d) If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and all Losses arising out the reasonable costs and expenses pertaining to such defense), shall be the liability of the Indemnifying Party hereunder, and the Indemnified Party shall be entitled to settle or compromise such actionclaim or demand in its sole and absolute discretion. (e) To the extent the Indemnifying Party shall direct, claimcontrol or participate in the defense or settlement of any third-party claim or demand, suit or proceeding the Indemnified Party will give the Indemnifying Party and would not otherwise adversely affect its counsel, without charge, access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. No such Third Party Claim may be settled by the The Indemnified Party without the prior written consent of shall use its commercially reasonable efforts to assist the Indemnifying Party which shall not be unreasonably withheld in the defense of all such claims or delayeddemands. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense and solely to control its own defense of such asserted claim, demand or liability if in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party that would make such separate representation necessary under the applicable canons of ethics; provided, however, that the Indemnified Party shall not be entitled to assume settle or compromise any such claim or demand without the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion consent of the Third Party Claim can Indemnifying Party, such consent not to be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesunreasonably withheld.

Indemnification Procedures. 8.5.1 A claim for indemnification for any matter not involving a Third Party Claim may be asserted by prompt notice (aa “Claim Notice”) The by the Buyer Indemnified Party or the Seller Indemnified Party seeking indemnification procedures set forth in Section 8.01(b(the “Indemnified Party”) herein are applicable to any indemnity granted pursuant to the Ancillary Agreements Party from whom indemnification is sought (other than the Tax Matters Agreement“Indemnifying Party”). (b) If a claim or demand is made against an Indemnified Party by any Person who is not a party ; provided, however, that failure to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give so notify the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days of the receipt by shall not preclude 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 the Ancillary Agreements indemnification which it may claim in accordance with this Section 8 except to the extent that the Indemnifying Party is materially prejudiced by can demonstrate actual loss and prejudice as a result of such failure and shall not relieve failure. The Indemnifying Party shall, within 30 days after its receipt of a Claim Notice, notify the Indemnified Party in writing whether the Indemnifying Party from any other obligation admits or liability that it may have to any Indemnified Party otherwise than under disputes the Ancillary Agreementsclaim described in the Claim Notice. If the Indemnifying Party acknowledges in writing its obligations to indemnify gives written notice that it admits 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 indemnification claim described in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying PartyClaim Notice, then the Indemnified Party shall be entitled to retain its own counselindemnification pursuant to the provisions of this Section 8, and subject to the limitations hereof, with respect to the estimated amount of Losses stated in each jurisdiction for which the Claim Notice. If the Indemnifying Party notifies the Indemnified Party determines in writing that it disputes the claim for indemnification, or that it admits the entitlement of the Indemnified Party to indemnification under this Section 8 with respect thereto but disputes the amount of the Losses in connection therewith, then in either of such cases the indemnification claim described in the Claim Notice shall be a disputed indemnification claim that must be resolved by settlement between the Indemnified Party and the Indemnifying Party or by Proceedings commenced in an appropriate court of competent jurisdiction by either the Indemnifying Party or the Indemnified Party or by any other mutually agreeable method. 8.5.2 In the event that any Proceedings shall be instituted or that any claim or demand shall be asserted by any third party in respect of which indemnification may be sought under Section 8.3 (a “Third Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the assertion of such Third Party Claim. The failure of the Indemnified Party to give timely notice of any Third Party Claim shall not release, waive, or otherwise affect the Indemnifying Party’s obligations with respect thereto, except to the extent that the Indemnifying Party can demonstrate actual loss and prejudice as a result of such failure. Subject to the provisions of this Section 8.5, the Indemnifying Party shall have the right, at its sole expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle, or otherwise deal with any Third Party Claim which relates to any Losses indemnified by it hereunder; provided, however, that the Indemnifying Party shall have acknowledged in writing to the Indemnified Party its unqualified obligation to indemnify the Indemnified Party as provided hereunder. If the Indemnifying Party elects to defend against, negotiate, settle, or otherwise deal with any Third Party Claim which relates to any Losses indemnified by it hereunder, it shall within 10 days prior to the time any response to a Third Party Claim is required required, and in any event within thirty days of the Indemnified Party’s receipt of written notice of the assertion of such Third Party Claim, notify the Indemnified Party of its intent to do so; provided, however, that the Indemnifying Party must conduct its defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard. If the Indemnifying Party (a) elects not to defend against, negotiate, settle, or otherwise deal with any Third Party Claim which relates to any Losses indemnified by it hereunder, (b) fails to notify the Indemnified Party of its election as herein provided, or (c) contests its obligation to indemnify the Indemnified Party for such Losses under this Agreement, the Indemnified Party shall defend against, negotiate, settle, or otherwise deal with such Third Party Claim in good faith and, upon UNIT PURCHASE AGREEMENT 69 reasonable request of the Indemnifying Party, shall inform such Indemnifying Party of material developments with respect to such Third Party Claim and shall permit the Indemnifying Party to consult with the counsel for the Indemnified Party (but only to the extent such communications do not result in the loss of any privilege) regarding such Third Party Claim. If the Indemnified Party defends any Third Party Claim, then the Indemnifying Party shall reimburse the Indemnified Party for the expenses of defending such Third Party Claim upon submission of periodic bills. If the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim; provided, however, that the Indemnified Party shall be entitled to participate in any such defense, defense with separate counsel at the expense of the Indemnifying Party. In the event Party if (x) so requested by the Indemnifying Party exercises to participate or (y) in the right reasonable opinion of either party’s counsel, a material conflict exists, or a potential material conflict may be reasonably expected to undertake exist, between the Indemnified Party and the Indemnifying Party such that one counsel could not effectively represent both parties’ interest; provided further, that the Indemnifying Party shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any Third Party Claim. The Parties agree to provide reasonable access to each other Party to such defense against documents and information as may reasonably be requested in connection with the defense, negotiation, or settlement of any such Third Party Claim as provided aboveClaim. Notwithstanding anything in this Section 8.5 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall cooperate with shall, without the written consent of the other, settle or compromise any Third Party Claim (including any settlement that includes equitable remedies) or permit a default or consent to entry of any judgment unless the claimant (or claimants) and such party provide to such other party an unqualified release from all Losses in respect of the Third Party Claim. If 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against makes any such payment on any Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available be subrogated, to the Indemnified Party extent of such payment, to all such witnesses, records, materials rights 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent remedies of the Indemnified Party (which shall not be unreasonably withheld to any insurance benefits or delayed) unless such settlement is solely for money and includes an unconditional release other claims of each the Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No with respect to such Third Party Claim may be settled by Claim. 8.5.3 If the Indemnified Party without the prior written consent Seller reasonably determines that any member of the Indemnifying Party which shall not be unreasonably withheld Company Group has a claim or delayed. Notwithstanding the foregoingcause of action, the Indemnifying Party shall not be entitled to assume or in connection with the defense of any Third Party Claim Claim, a defense or counterclaim, against a third party primarily relating to any transfer, sale or disposition, prior to the Closing, of equity or assets outside the ordinary course of business by any member of the Company Group to such third party, or primarily relating to any Excluded Assets, the Buyer shall, and shall be liable cause appropriate members of the Company Group for so long as such members are Governance Controlled Affiliates of the Buyer to, use commercially reasonable efforts to cooperate with the Seller, at the Seller’s sole cost and expense, in the UNIT PURCHASE AGREEMENT 70 assertion, litigation, negotiation and settlement of such claim, cause of action, defense or counterclaim, for the fees benefit of and expenses as reasonably directed by the Seller, including by providing access to documents and information reasonably requested in connection therewith. To the extent such documents and information are subject to an attorney-client or other privilege, then such access shall nonetheless be provided, but only with respect to such documents and information in existence at the Closing and solely to the extent that a joint defense agreement or other arrangement reasonably satisfactory to the Parties has been entered into such that such privilege shall not be lost or waived by virtue of counsel incurred such access. In the event such claim, cause of action, defense or counterclaim relates to a matter which has given rise to an indemnifiable Loss of any Buyer Indemnified Party, the Buyer and the Company Group shall not be required to provide such cooperation or access unless and until the Seller has made the acknowledgement pursuant to Section 8.5.2 with respect to such matter and is providing indemnification in accordance herewith, and the proceeds of any such claim or cause of action shall first be applied to satisfy the indemnification of such Loss and any other indemnifiable Losses for as to which notice has been given pursuant hereto. For the avoidance of doubt, such commercially reasonable efforts shall not include any obligation to take any action that, in the reasonable and good faith judgment of the Buyer or any member of the Company Group or their respective Affiliates, would reasonably be expected to jeopardize any material relationship with any counterparty of the Buyer, any member of the Company Group or their respective Affiliates, or any Affiliates of such counterparty, or result in any material risk of Liability to, or the occurrence or worsening of any Proceeding involving, Buyer, any member of the Company Group or their respective Affiliates. 8.5.4 After (a) any final decision, judgment, or award shall have been rendered by a Governmental Body of competent jurisdiction and the expiration of the time in which to appeal therefrom, (b) a settlement shall have been consummated, or (c) the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, and the Indemnifying Party shall be entitled have arrived at a mutually binding agreement, the Indemnified Party shall forward to assume the defense Indemnifying Party notice of any sums due and owing by the portion relating Indemnifying Party pursuant to money damagesthis Agreement with respect to such matter.

Indemnification Procedures. (a) The In order for a Person that has rights of indemnification procedures set forth in Section 8.01(bunder this Agreement (each, an “Indemnified Party”) herein are applicable to be entitled to any indemnity granted pursuant indemnification provided for under this Agreement, such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) in writing, and in reasonable detail, of a claim or demand made by any Person against the Indemnified Party (a “Third-Party Claim”) as promptly as reasonably possible after receipt by such Indemnified Party of notice of the Third-Party Claim; provided that the failure to give such notification on a timely, complete or accurate basis shall not affect the indemnification provided hereunder except to the Ancillary Agreements extent the Indemnifying Party shall have been materially prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (other than including court papers) received by the Tax Matters Agreement)Indemnified Party relating to the Third-Party Claim. (b) If a claim or demand Third-Party Claim is made against an Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 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 the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it elects, to assume the defense thereof. Should an Indemnifying Party elect to assume the defense of a Third-Party Claim, the portion relating Indemnifying Party shall not be liable to money damagesthe Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. (c) Notwithstanding the foregoing, the Indemnified Party, at the Indemnifying Party’s expense, shall have the right to conduct and control, through counsel of its choosing, the defense, compromise and settlement of any Third-Party Claim if (i) such Third-Party Claim involved any criminal allegations or allegations of fraud (including Fraud) against the Indemnified Party, (ii) involved any of the Indemnified Party’s material customers, payors, or suppliers, (iii) the Indemnified Party reasonably believes an adverse determination with respect to such Third-Party Claim would be detrimental to or injure the Indemnified Party’s reputation or future business prospects, or (iv) such Third-Party Claim seeks an injunction or other equitable or non-monetary relief against the Indemnified Party. Additionally, the Indemnifying Party shall lose its right to contest, defend, litigate and settle a Third-Party Claim if it shall fail to accept a tender of the defense of the Third-Party Claim in the manner set forth herein or it shall fail to diligently contest the Third-Party Claim in the reasonable judgment of the Indemnified Party. (d) If the Indemnifying Party chooses to defend any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution of such Third-Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s written request and at its expense) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Notwithstanding the foregoing, no Indemnified Party shall be obligated to provide (i) information that is subject to attorney-client privilege or attorney work-product, or (ii) information that such party reasonably believes to be market sensitive, competitive or strategic in nature. (e) Whether or not an Indemnifying Party shall have assumed the defense of a Third-Party Claim, no Indemnified Party shall admit any Liability with respect to, consent to the entry of any judgment, or settle, compromise or discharge any Third-Party Claim without the prior written consent (which shall not be unreasonably withheld, conditioned, or delayed) of the Indemnifying Party. If the Indemnifying Party shall control the defense of any Third-Party Claim, the Indemnifying Party shall not admit any Liability with respect to, consent to the entry of any judgment, or settle, compromise or discharge, any such Third-Party Claim without the prior written consent (which shall not be unreasonably withheld, conditioned, or delayed) of the Indemnified Party. (f) Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes to the extent permitted by applicable Law.

Indemnification Procedures. (a) The A party claiming indemnification procedures set forth under this Agreement (an “Indemnified Party”) for any Claim or Claims asserted by a third party, including, in Section 8.01(bthe case of Buyer, a Covered Third Party Claim (collectively, “Third Party Claims”) herein are applicable shall promptly: (i) notify, within thirty (30) days after receipt of such claim, the party from whom indemnification is sought (the “Indemnifying Party”) of any Third-Party Claim asserted against the Indemnified Party which could give rise to any indemnity granted pursuant a right of indemnification under this Agreement; and (ii) transmit to the Ancillary Agreements Indemnifying Party a written notice (other than “Third Party Claim Notice”) describing in reasonable detail the Tax Matters nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), an estimate of the amount of Losses attributable to the Third Party Claim, if reasonably possible, and the basis of the Indemnified Party’s request for indemnification under this Agreement). (b) If a claim or demand is made against an Indemnified Within thirty (30) days after receipt of any Third Party by any Person who is not a party to Claim Notice (the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements“Election Period”), such Indemnified Party shall give the Indemnifying Party notice of 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, as promptly as practicable, but in any event no later than 15 days at the sole cost and expense of the receipt by Indemnifying Party, to defend the Indemnified Party of against such notice; PROVIDED, HOWEVER, that the failure to provide such notice shall not release the Indemnifying Third Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. Claim. (c) If the Indemnifying Party acknowledges in writing its obligations to indemnify notifies the Indemnified Party hereunder against any Losses within the Election Period that may result from such the Indemnifying Party elects to assume the defense of the Third Party Claim, then such the Indemnifying Party shall be entitled have the right to assume defend, at its sole cost and control the defense of expense, such Third Party Claim by all appropriate proceedings. Such 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 7.4. The Indemnifying Party shall have full control of such defense and proceedings including any compromise or settlement thereof; provided, however, that any such compromise or settlement involving a dollar amount in excess of the limitations set forth in Section 7.5(c), non-monetary obligations of the Indemnified Party, or otherwise having a direct effect upon its expense and through counsel of its choice, continuing operations or the business shall be subject to the approval consent of the Indemnified Party (which approval shall not be unreasonably withheld or delayed)Party. If requested by the Indemnifying Party, if it gives notice of its intention to do so to the Indemnified Party within 15 business days shall, at the sole cost and expense of the receipt Indemnifying Party, 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. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4 and, except as expressly provided, shall bear its own costs and expenses with respect to such notice from participation. (d) If the Indemnified Party; PROVIDED, HOWEVER, that if there exists or is reasonably likely Indemnifying Party (i) fails to exist a conflict of interest that would make it inappropriate in the reasonable judgment of notify the Indemnified Party for as set forth in subsection (c), or if (ii) fails to diligently and promptly prosecute or settle the same counsel to represent both the Indemnified Third Party and the Indemnifying PartyClaim, then the Indemnified Party shall be entitled have the right to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, defend at the sole cost and expense of the Indemnifying Party, the Third Party Claim. In the event the Indemnifying The Indemnified Party exercises the right to undertake any shall have full control of such defense against any such Third Party Claim as provided aboveand proceeding; provided, however, that the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to may not enter into, without the Indemnifying Party’s consent, 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such , any compromise or settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim Claim. The Indemnifying Party may be settled participate in, but not control, any defense or settlement controlled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoingpursuant to this Section 7.4, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. For purposes of this Section, “settlement” means any settlement under Applicable Law. (e) In the event an Indemnified Party should have a Claim against an Indemnifying Party hereunder which does not be entitled to assume the defense of any involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the Claim, an estimate of the amount of Losses attributable to such Claim, the basis of the Indemnified Party’s request for indemnification under this Agreement and the amount for which a Claim and shall be liable for indemnification is made, taking into account the fees and expenses limitations set forth in Section 7.8. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of counsel incurred the Indemnity Notice that the Indemnifying Party disputes such Claim, the Claim specified by the Indemnified Party in defending the Indemnity Notice shall be deemed a Liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such Third Claim, as provided above, such dispute shall be resolved in accordance with the dispute resolutions provisions set forth in Section 7.4 of this Agreement. (f) The failure of an Indemnified Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief to provide notice for other than money damages against a claim required by this Section 7.4 shall cause the Indemnified Party which to forfeit the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related right to receive the indemnification it would have otherwise had for such claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesunder this Article 7.

Indemnification Procedures. (a) The Whenever any claim shall arise for indemnification procedures set forth in Section 8.01(bhereunder, the party entitled to indemnification (the “Indemnified Party”) herein are applicable to any indemnity granted pursuant shall promptly provide written notice of such claim to the Ancillary Agreements other party (other than the Tax Matters Agreement“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 the Indemnifying Party is actually prejudiced by reason of such delay or failure. (b) If In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a claim person or demand is made against an Indemnified Party by any Person entity who is not a party to the Ancillary Agreements this Agreement (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give the Indemnifying Party notice of such “Third Party Claim, as promptly as practicable, but in any event no later than 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 the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed”), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to retain participate in the defense of any such Action, with its counsel and at its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Partycost and expense. In the event If the Indemnifying Party exercises does not assume the right to undertake defense of any such defense against any such Third Party Claim as provided aboveAction, the Indemnified Party may, but shall cooperate with the Indemnifying Party not be obligated to, defend against such Action in such defense and make available manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it 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 on such terms as is reasonably required by the Indemnifying Party, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense may deem appropriate and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred no action taken by the Indemnified Party in defending accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against (a “Direct Claim”) shall be asserted by the Indemnified Party which giving the Indemnifying Party notice that describes the Direct 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 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damagesrequest. If the Indemnifying Party does not so respond within such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages30 day period, the Indemnifying Party shall be entitled deemed to assume have approved such claim, subject to the defense limitation set forth in Section 9.04, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party, including causing such Loss to be paid from Escrow, on the terms and subject to the provisions of the portion relating to money damagesthis Agreement.

Indemnification Procedures. (a) The PES Inc. (for purposes of the indemnification procedures provisions set forth in Section 8.01(bthis Article III, the “Indemnified Party”) herein are shall give Carlyle PES and the Carlyle Entities, as applicable (for purposes of the indemnification provisions set forth in this Article III, a “Indemnifying Party”), prompt written notice of any matter which it has determined has given or would reasonably be expected to any indemnity granted pursuant give rise to a right of indemnification under this Agreement, containing a reference to the Ancillary Agreements (other than provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the Tax Matters Agreement)failure to provide such notice shall not release an Indemnifying Party from its obligations under Section 3.4 except to the extent such Indemnifying Party is actually prejudiced by such failure. (b) If any third party shall notify the Indemnified Party with respect to a claim or demand is made against an under Section 3.4 for which the Indemnified Party by any Person who is not a party to may seek indemnification under this Agreement, then the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give promptly (and in any event within ten (10) business days after receiving notice of the third-party claim or the commencement of litigation with respect thereto) notify the Indemnifying Party notice of thereof in writing and specifying the facts constituting the basis for such Third Party Claimclaim and the amount, as promptly as practicableto the extent known, but in any event no later than 15 days of the receipt by the Indemnified Party of such noticeclaim asserted; PROVIDEDprovided, HOWEVERhowever, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under the Ancillary Agreements Section 3.4 except to the extent the Indemnifying Party is materially actually prejudiced by such failure failure. (c) The Indemnified Party may defend against any third-party claim in any manner it may reasonably deem appropriate and shall not relieve in connection therewith, the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under shall be liable for the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations to indemnify reasonable fees and expenses of counsel employed by the Indemnified Party hereunder against any Losses that may result from such Third Party ClaimParty; provided, then such however, the Indemnifying Party shall be entitled to participate in the defense of any third-party claim and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) days after the Indemnified Party has given notice of such claim that the Indemnifying Party will indemnify the Indemnified Party from and control against the Losses relating to such third-party claim; (ii) such third party claim does not seek injunctive or other equitable relief that if determined adversely to the Indemnified Party would reasonably be expected to have material adverse effects on the Indemnified Party; and (iii) the Indemnifying Party conducts the defense of such Third claim diligently. (d) If the Indemnifying Party Claim at its expense is entitled pursuant to this Section 3.5 and through elects to assume the defense of any such third-party claim, (i) it shall keep the Indemnified Parties advised of the status of such third-party claim and the defense thereof on a reasonably current basis and shall consider in good faith the recommendations made by the Indemnified Parties with respect thereto and (ii) the Indemnified Party shall be entitled to participate in the defense of any such third-party claim and to employ separate counsel of its choicechoice for such purpose at its sole cost and expense, subject it being understood, however, that the Indemnifying Party shall continue to control such defense; provided, however, that notwithstanding the approval foregoing, the Indemnifying Party shall pay the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses) of the Indemnified Party if (which approval x) the Indemnified Party’s outside counsel shall not be unreasonably withheld or delayed), if it gives notice of its intention have reasonably concluded and advised in writing (with a copy to do so the Indemnifying Party) that there are defenses available to the Indemnified Party within 15 business days of that are different from those available to the receipt of such notice from Indemnifying Party that are reasonably likely to be asserted, or (y) the Indemnified Party; PROVIDED, HOWEVER, ’s outside counsel shall have advised in writing (with a copy to the Indemnifying Party) the Indemnified Party that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. Notwithstanding anything to the contrary in this Agreement, the reasonable Indemnifying Party will not be permitted to settle, compromise, take any corrective or remedial action or enter into an agreed judgment or consent decree, in each case, that subjects the Indemnified Party to any criminal liability, requires an admission of guilt or wrongdoing on the part of the Indemnified Party for the same counsel to represent both or imposes any unreasonable continuing obligation on or requires any payment from 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 to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in without the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the ’s prior written consent of the Indemnified Party (consent, which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damageswithheld.

Indemnification Procedures. All claims for indemnification by a party under Article VI hereof (the party claiming indemnification and the party against whom such claims are asserted being hereinafter called the “Indemnified Party” and the “Indemnifying Party,” respectively) shall be asserted and resolved as follows: (a) In the event that any claim or demand for Damages which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, such Indemnified Party shall with reasonable promptness give notice (the “Claim Notice”) to the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand). The indemnification procedures set forth in Section 8.01(b) herein are applicable Indemnifying Party shall not be obligated to indemnify the Indemnified Party under this Agreement with respect to any indemnity granted pursuant such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement, and as a result of such failure, the Indemnifying Party’s ability to defend against the claim or demand is materially prejudiced. The Indemnifying Party shall have ten (10) days from the delivery or mailing of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (i) whether or not it disputes the liability of the Indemnifying Party to the Ancillary Agreements Indemnified Party hereunder with respect to such claim or demand, and (ii) whether or not it desires, at the cost and expense of the Indemnifying Party, to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized, but is not obligated, prior to and during the Notice Period, to file any motion, answer or other than pleading that it shall deem necessary or appropriate to protect its interests or those of the Tax Matters Agreement)Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall, subject to the last sentence of this paragraph, have the right to control the defense against the claim by all appropriate proceedings and any settlement negotiations. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If the Indemnifying Party fails to respond to the Indemnified Party within the Notice Period or after electing to defend fails to commence or diligently pursue such defense, then the Indemnified Party shall have the right, but not the obligation, to undertake or continue the defense of and to compromise or settle (exercising reasonable business judgment) the claim or other matter, all on behalf, for the account and at the risk of the Indemnifying Party. Notwithstanding the foregoing, each party shall have the same right to participate in at its own expense and at its own risk, without either party having the right of control, any proceeding if (x) the claim, if successful, would set a precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party, or (y) the claim seeks any injunction or equitable relief against the Indemnified Party. (b) If requested by the Indemnifying Party, the Indemnified Party agrees, at the Indemnifying Party’s expense, to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross-complaint against any person. Except as provided above, no claim as to which indemnification is sought under this Agreement may be settled without the consent of the Indemnifying Party. (c) If any Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a claim or demand is made being asserted against an Indemnified Party or sought to be collected from it by any Person who is not a party to third party, the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give promptly send a Claim Notice with respect to such claim to the Indemnifying Party notice Party, which Claim Notice shall describe in reasonable detail the nature of such Third Party Claimnon-third-party claim, as promptly as practicable, but in any event no later than 15 days an estimate of the receipt by amount of damages attributable to such non-third party claim, and the basis of 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 Party’s request for indemnification under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreementsthis Agreement. If the Indemnifying Party acknowledges in writing its obligations to indemnify the Indemnified Party hereunder against any Losses that may result from disputes such Third Party Claimclaim, then such Indemnifying Party dispute shall be entitled resolved by litigation in an appropriate court of competent jurisdiction. (d) In connection with the matters for which indemnification is sought hereunder with respect to assume any third-party claim, upon execution of reasonable and control the defense of such Third Party Claim at its expense customary confidentiality agreements, (i) Buyer agrees to give Sellers and through counsel of its choice, subject their representatives reasonable access during regular business hours and upon five (5) days prior written notice to Buyer to the approval books, records and employees of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so Buyer to the Indemnified Party within 15 business days of extent such reasonably relate to the receipt of such notice from the Indemnified Party; PROVIDED, HOWEVER, that if there exists or is reasonably likely matters to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required Claim Notice relates and (ii) Sellers agree to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right give Buyer and its representatives reasonable access during regular business hours and upon five (5) days prior written notice to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available Sellers to the Indemnifying Partybooks, at the Indemnifying Party's expense, all witnesses, pertinent records, materials records 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, subject to reimbursement employees of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available Sellers to the Indemnified Party all extent such witnesses, records, materials and information in reasonably relate to the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party, subject matters to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesNotice relates.

Indemnification Procedures. (a) The If any third party asserts any claim against a party to this Agreement which would entitle the party to indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant under this ARTICLE XII (the “Indemnified Party”), it shall give notice of such claim to the Ancillary Agreements party from whom it intends to seek indemnification (other than the Tax Matters Agreement“Indemnifying Party”) and the Indemnifying Party shall have the right to assume the defense and, subject to Section 12.3(b), settlement of such claim at its expense by representatives of its own choosing acceptable to the Indemnified Party (which acceptance shall not be unreasonably withheld). The failure of the Indemnified Party to notify the Indemnifying Party of such claim shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have with respect to such claim, except to the extent that the defense is materially prejudiced by such failure. The Indemnified Party shall have the right to participate in the defense of such claim at its expense (which expense shall not be deemed to be a Loss), in which case the Indemnifying Party shall cooperate in providing information to and consulting with the Indemnified Party about the claim. The Indemnified Party shall have the right to employ separate counsel to represent the Indemnified Party if it is advised by counsel that an actual or likely conflict of interest makes it advisable for the Indemnified Party to be represented by separate counsel and reasonable expenses and fees of such separate counsel shall be paid by the Indemnifying Party. If the Indemnifying Party fails or does not assume the defense of any such claim within 15 days after written notice of such claim has been given by the Indemnified Party to the Indemnifying Party, the Indemnified Party may defend against or, subject to Section 12.3(b), settle such claim with counsel of its own choosing at the expense (to the extent reasonable under the circumstances) of the Indemnifying Party. (b) If a claim or demand is made against an Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVER, that the failure to provide such notice shall does not release the Indemnifying Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to a claim involving the approval asserted liability of the Indemnified Party (which approval shall not be unreasonably withheld under this ARTICLE XII, no settlement of, or delayed), if it gives notice admission of its intention guilt with respect to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party claim shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled made by the Indemnified Party without the prior written consent of the Indemnifying Party Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, If the Indemnifying Party shall not be entitled to assume assumes the defense of such a claim, (i) no settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (A) there is no finding or admission of any Third Party Claim violation of Law or any violation of the rights of any Person and shall no effect on any other claim that may be liable for made against the fees Indemnified Party, (B) the sole relief provided is monetary damages that have been paid in full by the Indemnifying Party, and expenses of counsel incurred (C) the settlement includes, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release in defending form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such Third Party Claim if the Third Party Claim seeks an orderclaim, injunction or other equitable relief or relief for other than money damages against and (ii) the Indemnified Party which the Indemnified Party reasonably determines, after conferring shall have no liability with respect to any compromise or settlement thereof effected without its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesconsent.

Indemnification Procedures. All claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) The A party claiming indemnification procedures set forth in Section 8.01(bunder this Agreement (an "Indemnified Party") herein are applicable to shall with reasonable promptness (i) notify the party from whom indemnification is sought (the "Indemnifying Party") of any indemnity granted pursuant third-party claim or claims asserted against the Indemnified Party ("Third Party Claim") for which indemnification is sought and (ii) transmit to the Ancillary Agreements Indemnifying Party a copy of all papers served with respect to such claim (other than if any) and a written notice ("Claim Notice") containing a description in reasonable detail of the Tax Matters nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim) and the basis of the Indemnified Party's request for indemnification under this Agreement. Within 15 days after receipt of any Claim Notice (the "Election Period"). (b) If a claim or demand is made against an , the Indemnifying Party shall notify the Indemnified Party by any Person who is not a party whether the Indemnifying Party disputes its potential liability to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled with respect to indemnification pursuant such Third Party Claim. If the Indemnifying Party does not dispute its potential liability to the Ancillary AgreementsIndemnified Party within the Election Period, such the Indemnified Party shall give the Indemnifying Party notice an opportunity to control negotiations toward resolution of such Third Party Claimclaim without the necessity of litigation, as promptly as practicableand if litigation ensues, but in any event no later than 15 days of to defend the receipt by same with counsel reasonably acceptable to the Indemnified Party, at the Indemnifying Party's expense, and the Indemnified Party of shall extend reasonable cooperation in connection with such notice; PROVIDED, HOWEVER, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any defense. The Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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 participate in, but not to control, the defense of such any Third Party Claim resulting in litigation, at its expense own cost and through counsel of its choiceexpense; provided, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business days of the receipt of such notice from the Indemnified Party; PROVIDED, HOWEVERhowever, that if there exists the parties to any suit or is reasonably likely to exist a conflict of interest that would make it inappropriate in proceeding shall include the reasonable judgment of the Indemnified Indemnifying Party for the same counsel to represent both as well as the Indemnified Party and the Indemnified Party shall have been advised by counsel that one or more legal defenses may be available to it that may not be available to 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 to participate in the defense of such defense, at the expense of suit or proceeding along with the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, but the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available be obligated 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for bear the fees and expenses of counsel incurred of the Indemnified Party, which shall be selected by the Indemnified Party in defending such Third its complete and sole discretion. If the Indemnifying Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against does not dispute its potential liability to the Indemnified Party which within the Election Period and the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion fails to assume control of the Third Party Claim can be so separated from that for money damagesnegotiations prior to litigation or to defend such action within a reasonable time, the Indemnifying Party shall be entitled, but not obligated, to assume control of such negotiations or defense of such action, and the Indemnifying Party shall be liable to the Indemnified Party for its expenses reasonably incurred or amounts paid in connection therewith. If the Indemnifying Party disputes its potential liability to the Indemnified Party within the Election Period, then the Indemnified Party shall be entitled to assume the control of such negotiations or defense of action and the portion relating liability for the expense thereof, as well as any liability with respect to money damagessuch Third Party Claim, shall be determined as provided in Section 7.5 below. Neither the Indemnifying Party nor the Indemnified Party shall settle, compromise, or make any other disposition of any Third Party Claim which would or might result in any liability to the Indemnified Party or the Indemnifying Party under this Article VII without the written consent of such other party. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the "Indemnity Notice") describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim) and the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice shall be deemed a liability of the Indemnifying Party hereunder.

Indemnification Procedures. Promptly after receipt by a party seeking indemnification under this Section 9 (aan "Indemnitee") The indemnification procedures set forth in Section 8.01(b) herein are applicable to of notice of any indemnity granted pursuant pending or threatened Claim against it, such Indemnitee shall give written notice thereof to the Ancillary Agreements (other than Party from whom the Tax Matters Agreement). (b) If a claim or demand is made against an Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party Indemnitee is entitled to seek indemnification pursuant to this Section 9 (the Ancillary Agreements, such Indemnified Party shall give "Indemnifying Party"); provided that the failure so to notify the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 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 relieve it of any of its obligations under the Ancillary Agreements liability that it may have to any Indemnitee hereunder, except to the extent the Indemnifying Party demonstrates that it is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreementsthereby. If the Indemnifying Party acknowledges in writing its obligations to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then such The Indemnifying Party shall be entitled to assume and control participate in the defense of such Third Party Claim at its expense and through counsel and, to the extent that it elects within seven (7) days of its choicereceipt of notice of the Claim from the Indemnitee, subject to assume control of the defense of such Claim (unless (i) the Indemnifying Party is also a party to such proceeding and the Indemnifying Party has asserted a cross claim against the Indemnitee or a court has otherwise determined that such that joint representation would be inappropriate, or (ii) the Indemnifying Party fails to provide reasonable assurance to the approval Indemnitee of its financial capacity to defend the Indemnified Indemnitee in such Proceeding) with counsel reasonably satisfactory to the Indemnitee and, after notice from the Indemnifying Party (to the Indemnitee of its election to assume the defense of such Claim, the Indemnifying Party shall not, as long as it diligently conducts such defense, be liable to the Indemnitee for any Litigation Costs subsequently incurred by the Indemnitee. The Indemnitee shall provide the Indemnifying Party with such information and assistance as the Indemnifying Party may reasonably request with regard to the Claim. No compromise or settlement of any Claim may be effected by the Indemnifying Party without the Indemnitee's written consent, which approval consent shall not be unreasonably withheld or delayed), if it gives notice unless (a) there is no finding or admission of its intention to do so to the Indemnified Party within 15 business days any violation of Law or any violation of the receipt rights of such notice from any person and no effect on any other claims that may be made against the Indemnified Party; PROVIDEDIndemnitee, HOWEVER, (b) the sole relief provided is monetary damages that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate are paid in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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 full by the Indemnifying Party, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in and (c) the event the Indemnified Party is, directly Indemnitee's rights under this Agreement are not restricted by such compromise or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagessettlement.

Indemnification Procedures. A Party seeking indemnification under this Section 9 for itself or any of its Affiliates or any of its or their respective officers, directors, members, managers, employees, agents and representatives (acollectively in this capacity, the “Indemnified Party”) The shall promptly notify the Party from whom indemnification procedures set forth is sought (in Section 8.01(bthis capacity, the “Indemnitor”) herein are applicable to of any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand is made against an Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to Liability in respect of which such Indemnified Party is entitled intends to indemnification pursuant to the Ancillary Agreementsclaim indemnification; provided, such Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVERhowever, that the failure to provide such notice so notify the Indemnitor shall not release affect the Indemnifying Party from any of its obligations under the Ancillary Agreements Indemnified Party’s rights to indemnification hereunder except to the extent that the Indemnifying Party Indemnitor is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have failure. With respect to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations Liabilities that relate to indemnify a third party claim, the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then such Indemnifying Party shall be entitled permit the Indemnitor to assume and control the defense of any such Third Party Claim at its expense and through counsel of its choiceLiabilities; provided, subject to the approval of however, if the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice reasonably determines that the joint representation of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Indemnitor by a single counsel would result in a conflict of interest arising out of the joint representation by counsel selected by the Indemnitor of the interests of the Indemnitor and the Indemnified Party, then the Indemnified Party Indemnitor shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines engage separate counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of represent the Indemnified Party (which shall not be unreasonably withheld or delayedat the Indemnitor’s sole cost and expense) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such actionand, claim, suit or proceeding and would not otherwise adversely affect if the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoingIndemnitor fails to do so, the Indemnifying Party Indemnitor shall not be entitled to assume the Indemnified Party’s defense of such Liability. If the Indemnitor assumes the defense of any Third Liability, the Indemnitor shall consult with the Indemnified Party Claim and for the purpose of allowing the Indemnified Party to participate in such defense, but in such case the legal expenses of the Indemnified Party incurred as a result of such participation shall be liable for the fees and expenses of counsel incurred paid by the Indemnified Party. With respect to any Proceeding for which the Indemnitor has assumed the defense of an Indemnified Party, the Indemnitor shall promptly inform the applicable Indemnified Party in defending of all material developments related thereto, including copying such Third Indemnified Party Claim if on all pleadings, filings and other correspondence relating thereto. If the Third Party Claim seeks an orderIndemnitor fails to assume and defend a Liability or if, injunction after commencing or other equitable relief or relief for other than money damages against undertaking any such defense, the Indemnitor fails to prosecute such Liability, the Indemnified Party which shall have the right to undertake the defense or settlement thereof. With respect to any Liabilities that relate to a third party claim, the Indemnified Party reasonably determinesshall have the right to settle such Liabilities, after conferring with its counselprovided the Indemnified Party consents in writing to such settlement, canwhich consent shall not be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesunreasonably withheld.

Indemnification Procedures. All claims for indemnification under this Article V (“Claims”) shall be asserted and resolved as follows: (a) The In the event that any Person entitled to indemnification procedures set forth in Section 8.01(bhereunder (the “Indemnified Party”) herein are applicable has a Claim against any Party obligated to any indemnity granted provide indemnification pursuant to Section 5.1 or 5.2 (the Ancillary Agreements (other than the Tax Matters Agreement). (b“Indemnifying Party”) If a claim or demand is made which has been asserted against an Indemnified Party by any Person who is not a third party to the Ancillary Agreements (a "THIRD PARTY CLAIM"“Third Party Claim”), the following provisions shall apply: (i) as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such The Indemnified Party shall give with reasonable promptness notify the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but specifying in any event no later than 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 the Ancillary Agreements except reasonable detail (to the extent then known) the Indemnifying nature of such Third Party is materially prejudiced Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Third Party Claim) (the “Claim Notice”). The Indemnified Party’s failure to give reasonably prompt notice as required by such failure and this Section 5.5 of any Third Party Claim which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Party from of any other obligation or liability that it Liability which the Indemnifying Party may have to the Indemnified Party, except to the extent the failure to give such notice materially and adversely prejudiced the Indemnifying Party. (ii) If any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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 asserts a Claim at its expense and through counsel of its choice, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business days of the receipt of such notice from the Indemnified Party; PROVIDED, HOWEVER, that if there exists or is reasonably likely to exist involving a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with shall, within fifteen (15) days from delivery of the Claim Notice (the “Notice Period”), notify the Indemnified Party in (A) whether or not such defense and make available Indemnifying Party disputes the liability to the Indemnified Party all hereunder with respect to such witnessesThird Party Claim and (B) if such Indemnifying Party does not dispute such liability, recordswhether or not the Indemnifying Party desires, materials at the sole cost and information in expense of the Indemnifying Party's possession , to defend against such Third Party Claim, provided that the Indemnified Party is hereby authorized (but not obligated) prior to and during the Notice Period to file any motion, answer or under other pleading and to take any other action which the Indemnified Party shall deem necessary or appropriate to protect the Indemnified Party’s interests. If, and for so long as, (x) the Indemnifying Party within the Notice Period agrees in writing to fully indemnify the Indemnified Party for the amount of such Claim and the Indemnifying Party provides evidence reasonably satisfactory to the Indemnified Party of the Indemnifying Party's control relating thereto ’s ability to pay the amount claimed in such Third Party Claim and (y) the Third Party Claim does not (1) involve criminal liability or any admission of wrongdoing, (2) seek equitable relief or any other non-monetary remedy against the Indemnified Party or (3) involve any Governmental Authority as is a party thereto, then except as hereinafter provided, such Indemnifying Party shall have the right to defend against such Third Party Claim by appropriate proceedings with legal counsel reasonably required by acceptable to the Indemnified Party, subject which proceedings shall be promptly settled or diligently prosecuted by such Party to reimbursement a final conclusion; provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle any matter (in whole or in part) unless such settlement (I) includes a complete and unconditional release of reasonable outthe Indemnified Party and its Affiliates in respect of the Third Party Claim, (II) involves no admission of wrongdoing by the Indemnified Party or its Affiliates and (III) excludes any injunctive or non-of-pocket expensesmonetary relief applicable to the Indemnified Party or its Affiliates. No If the Indemnified Party desires to participate in, but not control, any such defense or settlement the Indemnified Party may do so at its sole cost and expense. (iii) If (A) the Indemnifying Party elects not to defend the Indemnified Party against such Third Party Claim, or fails to promptly settle or diligently defend such claims, or (B) the terms of this Agreement do not permit the Indemnifying Party to defend the Indemnified Party against such Third Party Claim, or (C) the Indemnified Party advises that there are issues that raise actual or potential conflicts of interest between the Indemnifying Party and the Indemnified Party, or (D) the Indemnified Party has different or additional defenses available to it, then the Indemnified Party may defend against any such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect in the Indemnified Party’s sole and absolute discretion. No The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party Party, which shall not be unreasonably withheld withheld, conditioned or delayed. . (b) Notwithstanding anything to the foregoingcontrary herein, an Indemnified Party may make a claim hereunder even where the Indemnifying Indemnified Party shall has not yet suffered Losses or where the full amount of any Losses is not yet known, provided the Claim Notice sets forth the specific basis for any such claim to the extent then feasible. (c) Notwithstanding anything to the contrary in this Agreement, if a third party asserts (other than by means of a lawsuit) that any Indemnified Party is liable to such third party for a monetary or other obligation which may constitute or result in Losses for which such Indemnified Party may be entitled to assume the defense of any Third Party Claim indemnification pursuant to this Article V, and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determinesdetermines that it has a valid business reason to fulfill such obligation, after conferring with its counsel, cannot be separated from any related claim for money damages. If then (i) such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Indemnified Party shall be entitled to assume satisfy such obligation, without prior notice to or consent from the defense Indemnifying Party, (ii) such Indemnified Party may subsequently make a claim for indemnification in accordance with the provisions of this Article V, and (iii) the Indemnified Party shall be reimbursed, in accordance with the provisions of this Article V, for any such Losses for which it is entitled to indemnification pursuant to this Article V (subject to the right of the portion relating Indemnifying Party to money damagesdispute its indemnification obligation under this Article V).

Indemnification Procedures. All claims for indemnification under this Agreement will be asserted and resolved as follows: (a) The A party claiming indemnification procedures set forth under this Agreement (an "Indemnified Party") shall promptly (and, in Section 8.01(b) herein are applicable to any indemnity granted pursuant event, at least 10 days prior to the Ancillary Agreements due date for any responsive pleadings, filings or other documents) (other than i) notify the Tax Matters party from whom indemnification is sought (the "Indemnifying Party") of any third-party claim or claims asserted against the Indemnified Party ("Third Party Claim") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice ("Claim Notice") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim and the basis of the Indemnified Party's request for indemnification under this Agreement. The failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim. Within 30 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 Article XIII with respect to such Third Party Claim or (ii) whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Third Party Claim. (b) If a claim or demand is made against an the Indemnifying Party notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, such Third Party Claim by any Person who all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled, with the consent of the Indemnified Party. The Indemnifying Party is not a party to hereby authorized, at the Ancillary Agreements sole cost and expense of the Indemnifying Party (a "THIRD PARTY CLAIM") as to which such but only if the Indemnified Party is entitled to indemnification pursuant hereunder), to file, during the Ancillary AgreementsElection Period, such Indemnified Party shall give any motion, answer or other pleadings that the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVER, that the failure shall deem necessary or appropriate to provide such notice shall not release the Indemnifying Party from any of protect its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation interests or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to the approval those of the Indemnified Party (which approval shall and not be unreasonably withheld or delayed), if it gives notice of its intention to do so prejudicial to the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party within 15 business days agrees, at the sole cost and expense of the receipt Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that 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. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 15.3(b) and shall bear its own costs and expenses with respect to such notice from the Indemnified Partyparticipation; PROVIDEDprovided, HOWEVERhowever, that if there exists or is reasonably likely the named parties to exist a conflict of interest that would make it inappropriate in any such action (including any impleaded parties) include both the reasonable judgment of Indemnifying Party and the Indemnifying Party and the Indemnified Party for the same has been advised by counsel that there may be one or more legal defenses available to represent both the Indemnified Party and it that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines may employ separate counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Partyand, 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior upon written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoingnotification thereof, the Indemnifying Party shall not be entitled have the right to assume the defense of such action on behalf of the Indemnified Party; provided further, that the Indemnifying Party shall not, in connection with any Third Party Claim and shall one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. (c) If the Indemnifying Party fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 13.3(b), or if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 13.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, 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 13.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel incurred that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnified Party, then the Indemnified Party may employ separate counsel and, upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (d) If any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the "Indemnity Notice") describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim and the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 60 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, the claim specified by the Indemnified Party in defending the Indemnity Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such claim, as provided above, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction if the parties do not reach a settlement of such dispute. (e) Payments of all amounts owing by an Indemnifying Party pursuant to this Article XIII relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of such Third Party Claim if or (iii) the Third Party Claim seeks an order, injunction or other equitable relief or relief expiration of the period for other than money damages against appeal of a final adjudication of the Indemnifying Party's liability to the Indemnified Party which under this Agreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 13.3(d) shall be made within 30 days after the later of (i) the expiration of the 60-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party's liability to the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesunder this Agreement.

Indemnification Procedures. (a) The All claims for indemnification procedures by any party entitled to indemnification under this Article VIII (an "Indemnified Party") based on or arising from a third party claim shall be asserted and resolved as set forth in this Section 8.01(b) herein are applicable to 8.3. In the event that any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand by a third party for which a party hereto (the "Indemnifying Party") may be required to indemnify the Indemnified Party hereunder (a "Claim") is made asserted against an or sought to be collected from any Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreementsthird party, such Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in no event more than 10 days following such Indemnified Party's receipt of notice of such Claim, notify the Indemnifying Party in writing of such Claim, and such notice shall specify (to the extent known) in reasonable detail the amount of such claim and any event no later than 15 days relevant facts and circumstances relating thereto (the "Claim Notice"); provided, however, that any failure to give such prompt notice or to provide any such facts and circumstances shall not constitute a waiver of any rights of the receipt by Indemnified Party, except to the extent that the rights of the Indemnifying Party are actually prejudiced thereby. (b) The Indemnifying Party shall have thirty (30) days from delivery of the Claim Notice to notify the Indemnified Party of whether or not the Indemnifying Party elects to defend the Indemnified Party against such noticeClaim; PROVIDEDprovided, HOWEVERhowever, that an election by the failure Indemnifying Party during such thirty-day period not to provide defend the Indemnified Party against such notice Claim shall not release preclude the Indemnifying Party from electing to defend, or participate in the defense of, the Indemnified Party from such Claim at a later time; and provided, further, that any of its obligations under the Ancillary Agreements except to the extent election by the Indemnifying Party is materially prejudiced by such failure and to defend a Claim shall not relieve be construed to be an admission as to liability for indemnification hereunder. (c) In the event that the Indemnifying Party from any other obligation or liability notifies the Indemnified Party that it may desires to defend the Indemnified Party against such Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense. All costs and expenses incurred by the Indemnifying Party in defending against such Claim shall be borne by the Indemnifying Party. If any Indemnified Party otherwise than under desires to participate in any such defense it may do so at its sole cost and expense. The Indemnified Party shall not settle, admit or in any other way materially prejudice a Claim which is indemnifiable hereunder by the Ancillary AgreementsIndemnifying Party without the written consent of the Indemnifying Party. The Indemnifying Party may not without the written consent of the Indemnified Party settle or compromise any action or consent to the entry of any judgment; provided, however, that the Indemnifying Party may settle or compromise any action if such settlement or compromise provides for an unconditional release of the Indemnified Party and the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. (d) If the Indemnifying Party acknowledges in writing its obligations either does not respond to indemnify the Claim Notice within the required ten day period or elects not to defend the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnified Party may defend such Indemnifying Party Claim by appropriate proceedings and in such case shall be entitled to assume and control the defense of such Third Claim and the Indemnifying Party will be bound by any determination made by a court or arbitrator with respect to such Claim at its expense or the terms and through counsel conditions of its choiceany compromise or settlement effected by the Indemnified Party; provided, subject however, that the Indemnifying Party shall have the right to consent to the approval of counsel chosen to represent the Indemnified Party (in such defense, which approval consent shall not be unreasonably withheld or delayed)withheld. In such case, if it gives notice of its intention to do so to the Indemnified Party within 15 business days of may not without 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense written consent of the Indemnifying PartyParty settle or compromise such action or consent to the entry of any judgment. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the The Indemnified Party shall cooperate with the Indemnifying Party, including giving the Indemnifying Party in such defense and make available its counsel reasonable access to the Indemnifying Partypersonnel, at business records and other documents relating to the Indemnifying Party's expense, all witnesses, pertinent records, materials defense of such Claim and information in permitting consultations with the counsel and other advisors of the Indemnified Party's possession or under . (e) Notwithstanding anything to the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party, subject to reimbursement of reasonable out-of-pocket expenses. Similarlycontrary contained in this Agreement, in the event that any fact, event or circumstance which results in an adjustment to the Purchase Price (including in calculating the Post-Closing Adjustment) would also constitute a breach or inaccuracy of any of Seller's representations, warranties, covenants or agreements under this Agreement, Seller shall have no obligation to indemnify any Purchaser Indemnified Party is, directly with respect to such breach or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesinaccuracy.

Indemnification Procedures. The following procedures shall govern claims for indemnification under this Article VIII: (a) The All claims for indemnification procedures set forth under this Article VIII (each, an “Indemnification Claim”) shall be asserted and resolved in accordance with this Section 8.01(b) herein are applicable 8.5, except that Section 6.3 shall control with respect to any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement)Claims. (b) If a claim Buyer Indemnified Person or demand Seller Indemnified Person (an “Indemnified Party”) determines to seek indemnification under this Article VIII with respect to Indemnifiable Claims resulting from the assertion of liability by third parties (a “Third Party Claim”), it shall give notice to the indemnifying Party hereunder (the “Indemnifying Party”) within forty-five (45) days of such Indemnified Party becoming aware of any such Indemnifiable Claim, which notice shall set forth such material information with respect to such Indemnifiable Claim as is made then reasonably available to such Indemnified Party. If any such liability is asserted against an Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which and such Indemnified Party is entitled notifies the Indemnifying Party of such liability, the Indemnifying Party shall be entitled, if it so elects by written notice delivered to indemnification pursuant such Indemnified Party within fifteen (15) Business Days after receiving such Indemnified Party’s notice (the “Response Period”), to assume the Ancillary Agreementsdefense of such asserted liability with counsel satisfactory to such Indemnified Party; provided, however, that if the Indemnifying Party assumes such defense, the Indemnifying Party shall be deemed to have accepted such claim as a valid Indemnifiable Claim. Notwithstanding the foregoing: (i) such Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be payable by such Indemnified Party; (ii) such Indemnified Party shall not have any obligation to give the Indemnifying Party any notice of any assertion of liability by a third party unless such Third Party Claim, as promptly as practicable, but assertion is in any event no later than 15 days writing; and (iii) the rights of the receipt by the such Indemnified Party to be indemnified in respect of such notice; PROVIDED, HOWEVER, that indemnifiable claims resulting from the assertion of liability by third parties shall not be adversely affected by its failure to provide such give notice shall not release pursuant to the Indemnifying Party from any of its obligations under the Ancillary Agreements except foregoing provisions unless, and, if so, only to the extent that, the Indemnifying Party is materially prejudiced by such failure. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the Parties shall make available to each other all relevant information in their possession that is material to any such assertion. (c) In the event that the Indemnifying Party fails to assume the defense of an Indemnified Party against any such Indemnifiable Claim within the Response Period, the Indemnified Party shall have the right to defend, compromise or settle such Indemnifiable Claim on behalf, for the account, and at the risk of the Indemnifying Party. (d) Notwithstanding anything in this Section 8.5 to the contrary, the Indemnifying Party will not be entitled to assume control of the defense of an Indemnifiable Claim, and will pay the reasonable fees and expenses of legal counsel retained by the Indemnified Party, if: (i) the Indemnified Party reasonably believes that an adverse determination of such proceeding could be detrimental to or injure the Indemnified Party’s reputation or future business prospects; (ii) the Indemnified Party reasonably believes that there exists or could arise a conflict of interest that, under applicable principles of legal ethics, could prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in such proceeding or (iii) a court of competent jurisdiction rules that the Indemnifying Party has failed or is failing to prosecute or defend diligently such claim. (e) The Indemnifying Party shall not, without such Indemnified Party’s prior written consent, settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect of any Indemnifiable Claim unless such settlement, compromise or consent involves only the payment of money and includes, as an unconditional term, the giving by the claimant or the plaintiff to such Indemnified Party (and its subsidiaries and Affiliates) an unconditional release from all liability in respect of such Indemnifiable Claim. (f) In the event any Indemnified Party should have an Indemnifiable Claim against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver written notice of such claim with reasonable promptness to the Indemnifying Party specifying in reasonable detail the nature of the Indemnifiable Claim and the basis thereof. The failure and by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any such Indemnified Party with respect to any claim made pursuant to this Section 8.5, it being understood that written notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such representation or warranty under Section 8.1; provided that, the party entitled to receive such notice was not, as a result of such failure to give prompt written notice, (a) deprived of its right to recover any payment under its applicable insurance coverage, (b) otherwise than damaged or prejudiced or (c) deprived of its rights and remedies under the Ancillary Agreementsthis Agreement. If the Indemnifying Party acknowledges in writing its obligations to indemnify does not notify the Indemnified Party hereunder against any Losses within thirty (30) days following its receipt of such written notice that may result from such Third Party Claim, then such the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at disputes its expense and through counsel of its choice, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so liability to the Indemnified Party within 15 business days of under this Article VIII, or 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided aboveamount thereof, 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 claim specified by the Indemnifying Party, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense written notice shall be conclusively deemed a liability of the Indemnifying Party under this Article VIII, and make available the Indemnifying Party shall pay the amount of such Losses to the Indemnified Party all such witnesseson demand or, records, materials and information in the Indemnifying Party's possession or under case of any written notice in which the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent amount of the Indemnified Party claim (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damagesclaim) is estimated, on such later date when the Indemnifying Party shall be entitled to assume the defense amount of the such claim (or such portion relating to money damagesof such claim) is determined.

Indemnification Procedures. (a) The indemnification procedures set forth in Section 8.01(b) herein are applicable to In the event that any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand by a third party for which an indemnifying party, Parent or Purchaser, as the case may be (an “Indemnifying Party”), may be liable to any Indemnified Party hereunder (a “Claim”) is made asserted against an or sought to be collected from any Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreementsthird party, such Indemnified Party shall give as promptly as practicable notify the Indemnifying Party notice in writing of such Third Party ClaimClaim and the amount or the estimated amount thereof and such notice shall state with reasonable specificity the basis, as promptly as practicableif known, but in any event no later than 15 days under which the claim is made (the “Claim Notice”). The failure on the part of the receipt by the Indemnified Party of to give any such notice; PROVIDED, HOWEVER, that the failure to provide such notice Claim Notice in a reasonably prompt manner shall not release relieve the Indemnifying Party from of any of its obligations under the Ancillary Agreements except indemnification obligation hereunder unless, and only to the extent that, the Indemnifying Party is materially prejudiced by such failure and thereby. The Indemnifying Party shall have forty-five (45) days from the delivery of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (a) whether or not relieve the Indemnifying Party from any other obligation or disputes the liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If of the Indemnifying Party acknowledges in writing its obligations to indemnify the Indemnified Party hereunder with respect to such Claim and (b) whether or not it desires to defend the Indemnified Party against such Claim; any Losses failure to so notify the Indemnified Party within such 45-day period shall be deemed an agreement that may result from such Third Party Claim, then such Indemnifying the Indemnified Party shall be entitled have the sole power to assume direct and control the defense of such Third Claim. Except as hereinafter provided, in the event that the Indemnifying Party Claim at its expense and through counsel of its choice, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to notifies the Indemnified Party within 15 business days of the receipt of such notice from the Indemnified Party; PROVIDED, HOWEVER, Notice Period that if there exists or is reasonably likely it desires to exist a conflict of interest that would make it inappropriate in the reasonable judgment of defend the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in against such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with have the right to defend the Indemnified Party in by appropriate proceedings and shall have the sole power to direct and control such defense and make available to defense. Notwithstanding the Indemnified Party all such witnessesforegoing, 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, subject during the period the Indemnifying Party is determining whether to reimbursement elect to assume the defense of a matter covered by this Section 6.4, may take such reasonable out-of-pocket expensesactions as it deems necessary to preserve any and all rights with respect to the matter, without such actions being construed as a waiver of the Indemnified Party’s rights to defense and indemnification pursuant to this Agreement. No such Third The Indemnified Party shall not settle a Claim may be settled for which it is indemnified by the Indemnifying Party without the prior written consent of the Indemnifying Party, unless the Indemnifying Party elects not to defend the Indemnified Party (which shall not be unreasonably withheld or delayed) unless against such settlement is solely for money and includes an unconditional release of each Claim. In any event, the Indemnified Party from shall have the sole right to defend, settle or compromise any Claim with respect to which it has agreed in writing to waive its right to indemnification pursuant to this Agreement with respect to attorneys’ and all Losses arising out consultants’ fees and 50% of the amount of any settlement or judgment in connection with such actionClaim. To the extent the Indemnifying Party shall direct, claimcontrol or participate in the defense or settlement of any third party Claim or demand, suit or proceeding the Indemnified Party will give the Indemnifying Party and would not otherwise adversely affect its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. No such Third Party Claim may be settled by the The Indemnified Party shall use its commercially reasonable best efforts in the defense of all claims hereunder. Any dispute regarding the obligation of a party hereto to indemnify, defend and hold harmless another party with respect to a claimed Loss shall be resolved by appropriate legal proceedings, which may remain pending during or after the defense of such claimed Loss. Notwithstanding any of the foregoing, with respect to any Claims regarding the ownership, validity, or scope of the Purchased IP Rights for which Purchaser seeks indemnification under this Agreement: (y) Purchaser shall control all correspondence with, and any legal or other proceedings before, any Governmental Authority (other than judicial authority), such as by way of example only, the United States Patent and Trademark Office, and Parent’s indemnification obligations in connection with such Claim shall be limited to 50% of the amount of attorneys’ and consultants’ fees incurred by Purchaser in such proceedings; and (z) in the course of Parent’s defense or settlement of such Claims by third parties with respect to which Parent is controlling the defense hereunder, Parent may not settle or compromise any Claim, or make any admission or stipulation, that affects the scope, validity, ownership, license or control of any Purchased IP Rights, without the specific prior written consent of the Indemnifying Party which shall Purchaser on a case-by-case basis, such consent not to be unreasonably withheld conditioned, delayed or delayedwithheld; provided, that if Purchaser conditions or withholds consent, Purchaser shall assume control with respect to such Claim, and Parent’s indemnification obligations in connection with such Claim shall be limited to 50% of the amount of further attorneys’ and consultants’ fees incurred by Purchaser in such action and 50% of the amount of any settlement or judgment in connection with such Claim. Notwithstanding the foregoingIn any event, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and Party’s liability hereunder shall be liable for subject to the fees limitations set forth in Sections 6.2(b) and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages6.3(b).

Indemnification Procedures. (a) The All claims for indemnification procedures by any party (the “Indemnified Party”) hereunder shall be asserted and resolved as set forth in this Section 8.01(b) herein are applicable to 9.3. In the event that any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a written claim or demand for which the party from whom indemnification is made sought (an “Indemnifying Party”) would be liable to any Indemnified Party hereunder is asserted against an or sought to be collected from any Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreementsthird party, such Indemnified Party shall give promptly, but in no event more than fifteen days following such Indemnified Party’s receipt of such claim or demand, notify the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the receipt by the Indemnified Party final amount of such noticeclaim and demand) (the “Claim Notice”); PROVIDEDprovided, HOWEVERhowever, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under the Ancillary Agreements indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced as a result of such failure. The Indemnifying Party shall have thirty days from the personal delivery or mailing of the Claim Notice (the “Notice Period”) to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demand. (b) All costs and expenses incurred by such failure and shall not relieve the Indemnifying Party from any other obligation in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense; provided that (i) the Indemnifying Party shall acknowledge in writing its obligations obligation to indemnify the Indemnified Party hereunder against for any Losses that may result from such Third losses relating thereto (without deduction, offset or limitation by operation of any provision hereof, other than as provided in Section 9.4 hereof), (ii) the claim or demand does not seek to impose any liability on the Indemnified Party Claim, then such other than for money damages and (iii) the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choicedemonstrate, subject to the approval reasonable satisfaction of the Indemnified Party, its financial ability to satisfy its indemnification obligations. (c) If any Indemnified Party (which approval shall not be unreasonably withheld or delayed), if desires to participate in any such defense it gives notice of its intention to may do so to at its sole cost and expense; provided, that, the Indemnified Party within 15 business days cost and expense 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event paid by the Indemnifying Party exercises if (i) the right Indemnifying Party has so agreed, (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified party or (iii) the Indemnifying Party has failed to undertake any such defense against any such Third Party Claim as provided above, assume the defense. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available not settle a claim or demand for which it seeks or may seek 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled indemnified by the Indemnifying Party without the prior written consent of the Indemnifying Party, unless such settlement (i) is only for a claim of monetary damages and (ii) includes a general and unconditional release of each Indemnifying Party from any liabilities arising out of such claim or demand. The Indemnifying Party shall not settle a claim or demand for which it may be required to provide indemnification to the Indemnified Party without the written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) Party, unless such settlement (i) is solely only for money a claim of monetary damages and (ii) includes an a general and unconditional release of each Indemnified Party from any and all Losses liabilities arising out of such actionclaim or demand. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand whether by not giving the Indemnified Party timely notice as provided above or otherwise, claimthen the amount of any such claim or demand (so long as it is a claim or demand in respect of which indemnification is available hereunder) or, suit or proceeding and would not otherwise adversely affect if the same be contested by the Indemnified Party. No , then that portion thereof as to which such Third Party Claim may defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be settled by the Indemnified Party without the prior written consent liability of the Indemnifying Party which shall not be unreasonably withheld or delayedhereunder. Notwithstanding To the foregoing, extent the Indemnifying Party shall not be entitled to assume direct, control or participate in the defense or settlement of any Third Party Claim and shall be liable for third-party claim or demand or participate in the fees and expenses defense or settlement of counsel incurred by any third party claim or demand, the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, shall give the Indemnifying Party and its counsel reasonable and non-disruptive access to, during normal business hours, the relevant business records and other documents, and shall be entitled permit them to assume consult with the defense employees and counsel of the portion relating to money damagesIndemnified Party.

Indemnification Procedures. (a) The indemnification procedures set forth in Section 8.01(bIn order for any Acquiror Company Indemnified Party or Company Indemnified Party (collectively, an “Indemnified Party”) herein are applicable to be entitled to any indemnification provided for under this ARTICLE IX of this Agreement, the Indemnified Party shall deliver notice of its claim for indemnification to the party from whom indemnity granted pursuant to this Agreement is claimed (an “Indemnifying Party”) with reasonable promptness after determining to make such claim. The failure by any Indemnified Party to notify the Ancillary Agreements Indemnifying Party shall not relieve any relevant Indemnifying Party from any liability which he or it may have to such Indemnified Party under this Agreement, except to the extent that such claim for indemnification involves the claim of a third party against the Indemnified Party and the Indemnifying Party shall have been actually prejudiced by such failure. If an indemnifying party does not notify the Indemnified Party within thirty (30) calendar days following receipt by it of such notice that such Indemnifying Party disputes its liability to the Indemnified Party under this Agreement, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of such Indemnifying Party under this Agreement and such Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If an Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, such Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation or such other than means as determined by the Tax Matters Agreement)parties. (b) If the claim for indemnification involves a third party claim or demand is made against an Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified “Third Party is entitled to indemnification pursuant to the Ancillary AgreementsClaim”), such Indemnified Party shall give then the Indemnifying Party notice of such Third Party Claimshall have the right, as promptly as practicableat its sole cost, but in any event no later than 15 days expense and ultimate liability regardless of the receipt by the Indemnified Party of such notice; PROVIDEDoutcome, HOWEVER, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to the approval of the Indemnified Party choice (which approval counsel shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so reasonably satisfactory to the Indemnified Party), to litigate, defend, settle or otherwise attempt to resolve such Third Party within 15 business days of the receipt of such notice from Claim; provided, however, that if in the Indemnified Party; PROVIDED, HOWEVER, that if there exists or is reasonably likely to exist ’s reasonable judgment a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both may exist between the Indemnified Party and the Indemnifying PartyParty with respect to such Third Party Claim, then the Indemnified Party shall be entitled to retain select counsel of its own counselchoosing, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available reasonably satisfactory to the Indemnifying Party, at in which event the Indemnifying Party's expenseParty shall be obligated to pay the fees and expenses of such counsel. (c) Notwithstanding the provisions of Section 9.4(b), all witnesses, pertinent records, materials and information if in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party’s reasonable judgment no such conflict exists, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party ismay, directly or indirectlybut will not be obligated to, conducting participate at its own expense in a defense of such Third Party Claim by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense against any such unless (i) in the case where only money damages are sought, the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or (ii) in the case where equitable relief is sought, the Indemnified Party elects to participate in and jointly control the defense thereof. (d) Whenever the Indemnifying Party controls the defense of a Third Party Claim, the Indemnifying Party shall cooperate with may only settle or compromise the Indemnified Party in such defense and make available to the Indemnified Party 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, matter subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party indemnification without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless only if such settlement is solely for money and includes an unconditional a complete release of each all Indemnified Parties as to the matters in dispute and relates solely to money damages. The Indemnified Party from will not unreasonably withhold or delay consent to any and all Losses arising out of such actionsettlement or compromise that requires its consent. (e) In the event the Indemnifying Party fails to timely defend, claimcontest, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by protect the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld against any such claim or delayed. Notwithstanding the foregoingsuit, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party may, but will not be obligated to, defend, contest, or otherwise protect against the same, and make any compromise or settlement thereof, and in defending such Third Party Claim if event, or in the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against case where the Indemnified Party which jointly controls such claim or suit, the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume recover its costs thereof from the Indemnifying Party, including attorneys’ fees, disbursements and all amounts paid as a result of such claim or suit or the compromise or settlement thereof. (f) The Indemnified Party shall cooperate and provide such assistance as the Indemnifying Party may reasonably request in connection with the defense of the portion relating matter subject to money damagesindemnification and in connection with recovering from any third parties amounts that the Indemnifying Party may pay or be required to pay by way of indemnification hereunder. (g) The amount of Losses for which indemnification is provided hereunder shall be computed without regard to any insurance recovery related to such Losses. (h) With respect to any Loss for which an Indemnified Party has made a claim for indemnification against an Indemnifying Party prior to the termination of the Survival Period in accordance with this Agreement, the Survival Period shall be deemed continued until final resolution of such claim for indemnification. (i) If and to the extent any party is required to provide indemnification hereunder, such indemnifying party shall not have any right of contribution or similar right, or any claim or cause of action against, any other party with respect to such obligation to provide indemnification and the obligation to provide indemnification shall be solely the responsibility and obligation of the Indemnifying Party.

Indemnification Procedures. (a) The indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand is made against an Indemnified Party by any Person who is not a A party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreementsthis Agreement (an "Indemnified Party") shall, with respect to any claim made against such Indemnified Party shall give for which indemnification is available, notify the other party (the "Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but Party") in any event no later than 15 days writing of the receipt by nature of the claim as soon as practicable but not more than ten days after the Indemnified Party receives notice of such notice; PROVIDEDthe assertion of the claim. (The failure by an Indemnified Party to give notice as provided above, HOWEVER, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability of its obligations under this Section 11.3, except to the extent that it may have the failure ------------ results in the failure of actual notice and the Indemnifying Party is damaged as a result of the failure to any give notice.) Upon receipt of notice of the assertion of a claim, the Indemnifying Party may, at its option, assume the defense of the claim, and if so, the Indemnifying Party shall employ counsel reasonably acceptable to the Indemnified Party otherwise than under the Ancillary AgreementsParty. If the Indemnifying Party acknowledges in writing its obligations to indemnify assumes the defense, the Indemnified Party hereunder against shall have the right to employ separate counsel and to participate in (but not control) any Losses that may result from such Third Party Claimaction, then but the fees and expenses of such Indemnifying Party counsel shall be entitled to assume and control at the defense of such Third Party Claim at its expense and through counsel of its choice, subject to the approval of the Indemnified Party unless (which approval shall not be unreasonably withheld or delayed), if it gives notice a) the employment of its intention to do so to counsel by the Indemnified Party within 15 business days of has been authorized by the receipt of such notice from Indemnifying Party, or (b) the Indemnified Party; PROVIDED, HOWEVER, Party has been advised by its counsel in writing that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate between the Indemnifying Party and the Indemnified Party in the reasonable judgment conduct of the defense of the action (in which case the Indemnifying Party shall not have the right to direct the defense of the action on behalf of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel), in each jurisdiction for of which cases the Indemnified Party determines reasonable fees and expenses of such counsel is required to participate in such defense, shall be at the expense of the Indemnifying Party. In the event If the Indemnifying Party exercises does not assume the right to undertake any such defense against any such Third Party Claim as provided abovedefense, the Indemnified Party shall cooperate with have the Indemnifying Party in right to employ counsel and to control any such defense action, and make available to the reasonable fees and expenses of such counsel shall be at the expense of 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the An Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all such witnessesnot be liable for any settlement of an action effected without its written consent (which consent shall not be unreasonably withheld), 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the nor shall an Indemnifying Party settle any such action without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld). No Indemnifying Party will consent to the entry of any judgment or delayed) unless such enter into any settlement is solely for money and includes which does not include as an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit term thereof the giving by the claimant or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by plaintiff to the Indemnified Party without a release from all liability with respect to the prior written consent claim. Each of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding and the foregoing, the Indemnifying Indemnified Party shall not be entitled to assume cooperate in the defense of any Third Party Claim claim for which indemnification is available and shall furnish such records, information, testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may reasonably be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesrequested.

Indemnification Procedures. If any action shall be brought against any Buyer Indemnitee or Seller Indemnitee (ahereinafter, the “Indemnified Party”) The indemnification procedures set forth in Section 8.01(b) herein are applicable to any respect of which indemnity granted may be sought pursuant to the Ancillary Agreements (other than the Tax Matters this Agreement). (b) If a claim or demand is made against an Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give promptly notify the indemnitor hereunder (the “Indemnifying Party”) in writing, and the Indemnifying Party notice shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnified Party. Any Indemnified Party shall have the right to employ separate counsel (or, if more than one Indemnified Party is the subject of any action in respect of which indemnity is sought, one counsel for the Indemnified Parties) in any such action and participate in the defense thereof, but the fees and expenses of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days counsel shall be at the expense of the receipt by the such 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 the Ancillary Agreements except to the extent that (1) the employment thereof has been specifically authorized by Indemnifying Party in writing, (2) the Indemnifying Party is materially prejudiced by has failed after a reasonable period of time to assume such failure defense and shall not relieve to employ counsel or (3) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of Indemnifying Party, on the one hand, and the position of such Indemnified Party, on the other hand, in which case Indemnifying Party from any other obligation or liability that it may have shall be responsible for the reasonable fees and expenses of no more than one such separate counsel for all Indemnified Parties seeking indemnity. No Indemnifying Party will be liable to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations to indemnify the this Agreement (y) for any settlement by a 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and effected without 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 to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the ’s prior written consent of the Indemnified Party (consent, which shall not be unreasonably withheld or delayeddelayed; or (z) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such actionto the extent, but only to the extent, that a loss, claim, suit damage or proceeding and would not otherwise adversely affect the liability is attributable to any Indemnified Party. No ’s breach of its representations, warranties or covenants under this Agreement or any conduct by such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which constitutes fraud, gross negligence, willful misconduct or malfeasance. The indemnification required by this Section 7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the against Indemnifying Party shall or others and any Liabilities Indemnifying Party may be entitled subject to assume the defense of the portion relating pursuant to money damagesapplicable law.

Indemnification Procedures. (a) The indemnification procedures set forth in Section 8.01(b) herein are applicable to Each party and any indemnity granted pursuant other indemnified persons shall be entitled to the Ancillary Agreements indemnity described in this Article 4, provided that, in the case of third party claims, the following conditions are met (other than the Tax Matters Agreement).party obliged to provide indemnification is referred to as the “Indemnifying Party,” and the party entitled to be indemnified is referred to as the “Indemnified Party”): (b1) If a Promptly upon learning of any claim or demand for which indemnification is made against an Indemnified Party by any Person who is not a party to sought from the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to Indemnifying Party, the Ancillary Agreements, such Indemnified Party shall give notify the Indemnifying Party notice of such Third claim and shall furnish to the Indemnifying Party Claim, as promptly as practicable, but in any event no later than 15 days of the receipt by all information known and reasonably available to the Indemnified Party of related to such noticeclaim; PROVIDED, HOWEVER, provided that the any failure to provide such notice shall not release comply with the Indemnifying Party from any provisions of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and this clause (1) shall not relieve the Indemnifying Party from any other obligation or liability that it may of its indemnification obligations except to the extent such failure shall have to any adversely prejudiced the Indemnifying Party. (2) In the event of the commencement of litigation on the basis of such claim, the Indemnified Party otherwise than under shall tender the Ancillary Agreements. If defense of such litigation to the Indemnifying Party, and the Indemnifying Party acknowledges shall promptly assume and thereafter diligently prosecute the defense of such claim, and the Indemnifying Party shall bear all Damages in writing its obligations connection therewith, using counsel selected by the Indemnifying Party (which shall be subject to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party ClaimParty’s approval, then such Indemnifying which shall not be unreasonably withheld, conditioned or delayed). The Indemnified Party shall be entitled to assume engage separate counsel and control participate in such defense; provided that the defense of fees and expenses and such Third Party Claim at its expense and through separate counsel of its choice, subject to the approval of shall be paid by the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice unless the interests of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying PartyParty are in conflict so that they cannot be adequately represented by the same counsel, then in which event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party following a final determination of the indemnification liabilities hereunder. (3) Neither the Indemnifying Party nor the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake settle any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party claim without the prior written consent of the Indemnified Party (other party, which shall not consent may be unreasonably withheld or delayed) unless in the other party’s sole discretion if such settlement is solely for money would require the expenditure of funds by the other party or admit on behalf of, or otherwise attribute to, the other party any fault or misconduct. To the extent that both Limited Brands and includes an unconditional release of each Indemnified Party from any the Company are required to bear damages, claims, costs and all Losses arising out of such action, expenses with respect to a particular claim, suit the intent of Limited Brands and the Company is that they shall bear such damages, claims, costs and expenses in proportion to their respective degrees of responsibility for such claim as allocated in this Article 4 or, if not allocated herein, then in accordance with their respective percentages of fault or proceeding and would not responsibility for such claims. (b) Except as otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoingspecifically set forth herein, the Indemnifying Party terms of this Article 4 shall not be entitled provide the exclusive remedy for monetary damages of Limited Indemnified Persons and Company Indemnified Persons with respect to assume Damages associated with the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party matters set forth in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesthis Agreement.

Indemnification Procedures. (a) The indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand is made against an Indemnified Party Promptly after receipt by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to under Sections 2.2 or 2.3 (an “Indemnified Party”) of notice of the Ancillary Agreementscommencement of any action in respect of which indemnity may be sought against any Person under Sections 2.2 or 2.3 (an “Indemnifying Party”), such Indemnified Party shall give notify all Indemnifying Parties in writing of the commencement thereof (provided, however, that failure to so notify an Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 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 relieve any Indemnifying Party from any of its obligations under the Ancillary Agreements liability it may have hereunder except to the extent that the Indemnifying Party is who did not receive such notice shall have been materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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 choicefailure) and, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damagesprovisions hereinafter stated, the Indemnifying Party shall be entitled to assume the defense of such action (including the portion relating employment of counsel, who shall be counsel reasonably satisfactory to money damagessuch Indemnified Party), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Indemnifying Party. (b) The Indemnified Party shall have the right to employ separate counsel and assume its own legal defense in any such action and to participate in the defense thereof, but the fees and expenses of such counsel subsequent to any assumption of the defense by the Indemnifying Party shall not be at the expense of the Indemnifying Party unless the employment of such counsel has been specifically authorized in writing by the Indemnifying Party. If the Indemnified Party reasonably determines that there may be a conflict between the positions of the Indemnifying Parties and the Indemnified Party conducting the defense of such action or that there may be legal defenses available to the Indemnified Party different from or in addition to those available to the Indemnifying Parties, then counsel for the Indemnified Party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the Indemnified Party, and the Indemnifying Parties shall bear the legal or other expenses incurred in connection with the conduct of such defense. The Indemnifying Party shall not be liable to indemnify any Indemnified Party for any settlement of any such action effected without the Indemnifying Party's written consent.

Indemnification Procedures. (a) The indemnification procedures set forth in Section 8.01(b) herein are applicable Each person to any indemnity granted be indemnified pursuant to this Article 4 (the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand is made against an "Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIMParty") as to which will, promptly after its receipt of written notice of the commencement of any action against such Indemnified Party is entitled to indemnification pursuant to in respect of which indemnity may be sought from an indemnifying person under this Article 4 (the Ancillary Agreements, such Indemnified Party shall give "Indemnifying Party") notify the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days writing of the receipt by the Indemnified Party of such notice; PROVIDEDcommencement thereof, HOWEVERprovided, however, that the failure of any person to provide such give notice shall not release the Indemnifying Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and as provided herein shall not relieve the Indemnifying Party from of its obligations under this Agreement except to the extent that such Indemnifying Party is actually materially and adversely prejudiced by such failure to give notice. If any other obligation or liability that it may have to such action shall be brought against any Indemnified Party otherwise than under and it shall notify an Indemnifying Party of the Ancillary Agreements. If commencement thereof, the Indemnifying Party acknowledges will be entitled to participate therein and, to the extent it may desire, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof with counsel satisfactory to such Indemnified Party, and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to such Indemnified Party under this Article 4 for any legal or other expenses subsequently incurred by such Indemnified Party in writing its obligations to indemnify connection with the defense thereof other than reasonable costs of investigation unless (a) 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 have employed counsel of its choice, subject to the approval of in an action in which the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified and Indemnifying Party within 15 business days of the receipt of such notice from the Indemnified Party; PROVIDED, HOWEVER, that if are both defendants and there exists or is reasonably likely to exist a conflict of interest between such parties that would make it inappropriate in prevent counsel from adequately representing both parties, (b) the Indemnifying Party shall not have employed counsel satisfactory within the exercise of reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and within a reasonable time after the notice of the commencement of the action, or (c) the Indemnifying Party, then Party has authorized the employment of counsel for the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event The undertaking contained in this Section 4.3 shall be in addition to any liabilities which the Indemnifying Party exercises the right may have pursuant to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damageslaw.

Indemnification Procedures. (a) The With respect to Third Party Claims other than those relating to Taxes, all claims for indemnification procedures by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 8.01(b) herein are applicable to 8.4. In the event that any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a written claim or demand for which ARCO or Purchaser, as the case may be (an "INDEMNIFYING PARTY"), may be liable to any Indemnified Party hereunder is made asserted against an or sought to be collected from any Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreementsthird party, such Indemnified Party shall give promptly, but in no event later than 20 days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party notice of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the "THIRD PARTY CLAIM NOTICE") and in the event that an Indemnified Party shall assert a claim for indemnity under this Article VIII or Section 5.22(d), not including any Third Party Claim, as the Indemnified Party shall notify the Indemnifying Party promptly as practicable, but in any event no later than 15 days following its discovery of the receipt facts or circumstances giving rise thereto (together with a Third Party Claim Notice, a "CLAIM NOTICE"). The Indemnifying Party shall have no liability with respect to any expenses incurred by the Indemnified Party prior to the time the Claim Notice is delivered to the Indemnifying Party. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "NOTICE PERIOD") to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such notice; PROVIDED, HOWEVER, that claim or demand. All costs and expenses incurred by an Indemnified Party in defending such claim or demand after the failure Claim Notice is delivered to provide such notice shall not release the Indemnifying Party from any shall be considered Losses of its obligations under the Ancillary Agreements except to Indemnified Party for purposes of Sections 8.2 and 8.3 of this Agreement. Except as hereinafter provided, in the extent event that the Indemnifying Party is materially prejudiced by notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such failure and shall not relieve claim or demand, the Indemnifying Party from any other obligation or liability that it may shall have the right to any defend the Indemnified Party otherwise than under by appropriate proceedings and shall have the Ancillary Agreementssole power to direct and control such defense. If the Indemnifying Party acknowledges in writing its obligations to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then such Indemnifying Party shall be entitled so elects to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claimclaim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available not be liable to the Indemnified Party 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 for any legal expenses subsequently incurred by the Indemnified Party. If any Indemnified Party desires to participate in, subject but not control, any such defense it may do so at its sole cost and expense. An Indemnified Party shall not settle, compromise or discharge a claim or demand for which it has the right to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by claim indemnification from the Indemnifying Party hereunder or admit to any liability with respect to such claim or demand without the prior written consent of the Indemnifying Party (which may be withheld in the sole discretion of the Indemnifying Party). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which shall may be withheld in the sole discretion of the Indemnified Party) settle, compromise or discharge or offer to settle, compromise or discharge any such claim or demand on a basis which (x) does not be unreasonably withheld include a provision whereby the plaintiff or delayed) unless such settlement is solely for money and includes an unconditional release of each claimant in the matter releases the Indemnified Party from all liability with respect to the Third Party Claim or (y) imposes any and all Losses arising out of such action, claim, suit obligation on the Indemnified Party or proceeding and would any Subsidiary or Affiliate thereof other than the payment to be made by the Indemnifying Party. If the Indemnifying Party elects not otherwise adversely affect to defend the Indemnified Party, then the Indemnified Party shall have the right to defend the claim or demand by appropriate proceedings and shall have the sole power to direct and control such defense. No If the Indemnifying Party elects not to defend the Indemnified Party against such Third Party Claim may claim or demand, then the amount of any such claim or demand, or, if the same be settled contested by the Indemnified Party without Party, then that portion of any such claim or demand as to which such defense is unsuccessful (and all reasonable costs of expenses pertaining to such defense) shall be the prior written consent liability of the Indemnifying Party which shall not be unreasonably withheld or delayedhereunder, subject to the limitations set forth in Section 8.6 hereof. Notwithstanding the foregoingIn any event, the Indemnifying Party shall not be entitled (at its own expense) have the right to assume participate in the defense or settlement of any Third Party Claim and shall for which the Indemnifying Party may be liable for hereunder. To the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, extent the Indemnifying Party shall be entitled to assume direct, control or participate in the defense or settlement of any Third Party Claim, the Indemnified Party will provide the Indemnifying Party and its counsel access to all relevant business records and other documents, and shall use its best efforts to assist, and to cause the employees and counsel of the portion relating Indemnified Party to money damagesassist, in defense of such claim.

Indemnification Procedures. (a) The indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant Indemnified Party shall provide prompt written notice to the Ancillary Agreements party providing indemnification (other the “Indemnifying Party”). Any such notice shall be provided no later than (i) ten (10) days after service of process in the Tax Matters Agreement). (b) If a claim or demand event litigation is made commenced against an the Indemnified Party by any Person who is not a party to third party, or (ii) thirty (30) days after the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled becomes aware of circumstances, not involving the commencement of litigation by a third party, which may give rise to indemnification pursuant a claim for indemnification. However, the failure to the Ancillary Agreements, such Indemnified Party shall give so notify or any delay in notifying the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVER, that the failure to provide such notice shall not release relieve the Indemnifying Party from any of its obligations under the Ancillary Agreements hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve or delay or the amount of damages incurred is greater than would have been the case if the Indemnified Party had provided timely notice. (b) Within ten (10) days after receiving notice of a claim for indemnification, the Indemnifying Party from any other obligation by written notice to the Indemnified Party, shall either concede or deny liability that it may have to any Indemnified Party otherwise than under for the Ancillary Agreementsclaim in whole or in part. If the Indemnifying Party acknowledges concedes liability in writing its obligations whole or in part, the Indemnifying Party shall, within twenty (20) days of such concession, satisfy the claim in accordance with the terms of this Article VI. If the Indemnifying Party denies liability in whole or in part, then the Indemnifying Party shall not be required to pay the claim (except in each case for the amount of any conceded Liability payable as set forth above) until the matter is resolved in accordance with this Agreement. (c) The Indemnifying Party shall have the right to assume the defense of any claim or Liability asserted by a third party (a “Third Party Claim”) by providing the Indemnified Party written notice thereof within ten (10) days after receipt of notice thereof and which states that the Indemnifying Party concedes Liability and will indemnify the Indemnified Party hereunder from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to or in connection with, the Third Party Claim in accordance with the terms of this Agreement. Notwithstanding the foregoing, if there is a reasonable probability that the Third Party Claim may materially and adversely affect the Indemnified Party other than as a result from of money damages or other money payments or if the Indemnifying Party fails to elect to defend such Third Party ClaimClaim or thereafter fails to diligently pursue the defense or settlement thereof, then such Indemnifying the Indemnified Party shall be entitled (upon further notice to assume and control the defense Indemnifying Party) have the right to undertake the defense, compromise, or settlement of such Third Party Claim at its the expense and through counsel on behalf of its choice, subject to and for the approval account and at the risk of the Indemnifying Party. (d) The Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then whichever is not defending such action, shall have the Indemnified Party shall be entitled right to participate in such defense and to retain its own counselcounsel at such party’s own expense. The Parties agree to cooperate fully as necessary in the defense of Third Party Claims and shall not enter into any settlement, in each jurisdiction for which the Indemnified Party determines counsel is required compromise or consent to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right judgment with respect to undertake any such defense against any such a Third Party Claim 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (other Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified . The Indemnifying Party from any and all Losses arising out of such actionshall not, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld Indemnified Party, settle or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of compromise any Third Party Claim and shall be liable or consent to the entry of any judgment unless such settlement, compromise or consent (i) by its terms obligates the Indemnifying Party to pay the full amount of the Liability in connection with such Third Party Claim, (ii) does not provide for the fees and expenses of counsel incurred by injunctive or other nonmonetary relief affecting the Indemnified Party and (iii) includes as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all Liability in defending respect of such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesClaim.

Indemnification Procedures. (a) The 16.7.1 All claims for indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted under this Agreement shall be asserted and resolved pursuant to this Section 16.7. Any person claiming indemnification hereunder is hereinafter referred to as the Ancillary Agreements (other than “Indemnified Party” and any person against whom such claims are asserted hereunder is hereinafter referred to as the Tax Matters Agreement)“Indemnifying Party.” (b) If 16.7.2 In the event that a Party wishes to assert a claim for indemnity hereunder, such Party shall with reasonable promptness provide to the Indemnifying Party a written notice of the indemnity claim it wishes to assert on behalf of itself or demand another Indemnified Party, including the specific details of and specific basis under this Agreement for its indemnity claim (a “Claim Notice”). To the extent any Losses for which indemnification is made sought are asserted against or sought to be collected from an Indemnified Party by a third party, such Claim Notice shall include a copy of all papers served on the applicable Indemnified Party with respect to such claim. The Indemnifying Party shall have thirty (30) days from the personal delivery or receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (i) whether or not it disputes its liability hereunder with respect to such Losses and/or (ii) with respect to any Person who is Losses arising out of, associated with, or relating to third party claims, whether or not a party it desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against any such Losses. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such Losses, the Indemnifying Party shall have the right to defend all appropriate proceedings with counsel of its own choosing. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Losses that the Indemnifying Party elects to contest or, if appropriate and related to the Ancillary Agreements claim in question, in making any counterclaims against the third party asserting such Losses, or any cross-complaint against any third party (other than a "THIRD PARTY CLAIM") as to which such Seller Indemnified Party, if the Indemnified Party is entitled to indemnification pursuant to a Seller Indemnified Party; and other than a Buyer Indemnified Party, if the Ancillary Agreements, such Indemnified Party is a Buyer Indemnified Party). Such cooperation shall give include the retention and provision to the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVER, all records and other information that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under the Ancillary Agreements except are reasonably relevant to the extent losses at issue. No third party claim that is the Indemnifying Party is materially prejudiced by such failure subject of indemnification (i) entails a full and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to the approval unconditional release of the Indemnified Party (which approval shall and any other members of the Indemnified Party’s group, i.e., all Seller Indemnified Parties or all Buyer Indemnified Parties) without any admission or finding of fault or liability and (ii) does not be unreasonably withheld or delayed), if it gives notice of its intention to do so to impose on the Indemnified Party within 15 business days of the receipt of such notice from the Indemnified Party; PROVIDED, HOWEVER, any material non-financial obligation or any financial obligation that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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 not fully paid by the Indemnifying Party, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Indemnification Procedures. (a) The indemnification procedures set forth in Section 8.01(b) herein are applicable to In the event that any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If action, proceeding, complaint or litigation is commenced by a third party involving a claim or demand is made against an Indemnified Party by any Person who is not for which the shareholders may be liable to a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 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 the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayedan "Asserted Liability"), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with promptly notify the Indemnifying Shareholder Representative in writing of such Asserted Liability (the "Claim Notice"); provided that no delay on the part of the Indemnified Party in giving any such defense Claim Notice shall relieve the shareholders of any indemnification obligation hereunder unless (and make available then solely to the Indemnifying Partyextent that) the shareholders are materially prejudiced by such delay. The Shareholder Representative shall have sixty (60) days (or less if the nature of the Asserted Liability requires) from its receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party whether or not the Shareholder Representative desires, at the Indemnifying shareholders' sole cost and expense and by counsel of its own choosing, which shall be reasonably satisfactory to the Indemnified Party's expense, to defend against such Asserted Liability. If the Shareholder Representative undertakes to defend against such Asserted Liability, (i) the Shareholder Representative shall use its commercially reasonable best efforts to defend and protect the interests of the Indemnified Party with respect to such Asserted Liability, (ii) the Indemnified Party, prior to or during the period in which the Shareholder Representative assumes the defense of such matter, may take such reasonable actions as the Indemnified Party deems necessary to preserve any and all witnessesrights with respect to such matter, pertinent records, materials and information in without such actions being construed as a waiver of the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party, subject rights to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available indemnification pursuant to this Agreement, (iii) the Indemnified Party all such witnessesShareholder Representative shall not, 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party Party, consent to any settlement which (which shall A) does not be unreasonably withheld or delayed) unless such settlement is solely for money and includes contain an unconditional release of each the Indemnified Party from the subject matter of the settlement, (B) imposes any and all Losses arising out of such action, claim, suit liabilities or proceeding and would not otherwise adversely affect obligations on the Indemnified Party. No , and (C) with respect to any non-monetary provision of such Third Party Claim may be settled by settlement, could, in the Indemnified Party's judgment, have a material adverse effect on the business operations, assets, properties or prospects of the Company or the Indemnified Party without (for purposes of this clause (iii) an effect shall be deemed "material" if it involves $100,000 or more) and (iv) in the prior written consent event that the Shareholder Representative undertakes to defend against such Asserted Liability, unless otherwise agreed to in writing between Parent and the Shareholder Representative, the Shareholder Representative shall be deemed to have agreed that it will indemnify the Indemnified Party pursuant to, and subject to the conditions and limitations set forth in, the provisions of the Indemnifying Party which shall not be unreasonably withheld or delayedthis Article IX. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of in any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by event, the Indemnified Party in defending such Third Party Claim if shall have the Third Party Claim seeks an orderright to control, injunction pay or other equitable relief or relief for other than money damages against settle any Asserted Liability which the Shareholder Representative shall have undertaken to defend so long as the Indemnified Party which shall also waive any right to indemnification therefor by the Shareholder Representative. If the Shareholder Representative undertakes to defend against such Asserted Liability, the Indemnified Party reasonably determinesshall cooperate to the extent reasonable (during regular business hours) with the Shareholder Representative and its counsel in the investigation, after conferring with its counsel, cannot be separated from any related claim for money damagesdefense and settlement thereof. If the Indemnified Party desires to participate in any such equitable relief or other relief portion defense it may do so at its sole cost and expense. If the Shareholder Representative does not undertake within the Notice Period to defend against such Asserted Liability, then the Shareholder Representative shall have the right to participate in any such defense at the shareholders' sole cost and expense (out of the Third Party Claim can be so separated from that for money damagesEscrowed Consideration), but, in such case, the Indemnifying Indemnified Party shall control the investigation and defense and may settle or take any other actions the Indemnified Party deems reasonably advisable without in any way waiving or otherwise affecting the Indemnified Party's rights to indemnification pursuant to this Agreement. The Indemnified Party and the Shareholder Representative agree to make available to each other, their counsel and other representatives, all information and documents available to them which relate to such claim or demand. The Indemnified Party and the Shareholder Representative and the Company and its employees also agree to render to each other such assistance and cooperation as may reasonably be entitled required to assume ensure the proper and adequate defense of such claim or demand. (b) In the portion relating event that a Indemnified Party should have a claim against the shareholders hereunder which it determines to money damagesassert, but which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, such claim shall be resolved in the manner described in the Escrow Agreement. (c) The provisions of this Section 9.3 shall not apply to any of the provisions of Article X, which shall be governed solely and exclusively by the terms thereof.

Indemnification Procedures. (a) The Whenever any claim shall arise for indemnification procedures set forth in Section 8.01(bhereunder, the party to whom indemnification is owed (the “Indemnified Party”) herein are applicable to any indemnity granted pursuant shall promptly provide written notice of such claim (a “Claim Notice”) to the Ancillary Agreements party who owed indemnification (other than the Tax Matters Agreement“Indemnifying Party”). The failure to give prompt notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. (b) If In connection with any claim giving rise to indemnification hereunder resulting from or arising out of any Action by a claim person or demand is made against an Indemnified Party by any Person entity who is not a party to the Ancillary Agreements this Agreement (a "THIRD PARTY CLAIM") as “Third Party Claim”), the Indemnifying Party, at its sole cost and expense and upon written notice to which such the Indemnified Party is entitled to indemnification pursuant to within thirty (30) days of receipt of a Claim Notice from the Ancillary Agreements, such Indemnified Party shall give the Indemnifying Party notice in respect of such Third Party Claim, as promptly as practicable, but in any event no later than 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 the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, thereof at the expense of the Indemnifying Party. In the event Party with counsel selected by the Indemnifying Party exercises and reasonably satisfactory to the Indemnified Party; provided, however, that an Indemnifying Party shall not have the right to undertake any such defend or direct the defense against of any such Third Party Claim as provided above, the Indemnified Party shall cooperate with unless the Indemnifying Party in has first acknowledged and agreed that 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may will be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely responsible for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) such Third Party Claim seeks equitable or injunctive relief or could impose criminal liability or damages, (ii) if there are defenses available to the Indemnified Party that are not available to the Indemnifying Party or (iii) if such Third Party Claim would be material and adverse to the Indemnified Party with respect to the transactions contemplated hereby. The Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party, any such Third Party Claim. The Indemnifying Party shall be liable for the fees and expenses of counsel incurred employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in defending accordance with the first sentence of this Section 5.04(b), the Indemnified Party shall have the right to assume the defense of such Third Party Claim and the Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party and the amount of any such settlement, provided that the Indemnified Party shall not, without the prior written consent of the Indemnifying Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party 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. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment involves a finding or admission of wrongdoing, does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim seeks an order, injunction or other imposes equitable relief remedies or relief for other than money damages against any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party reasonably determines, after conferring with its counsel, cannot will be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesindemnified hereunder.

Indemnification Procedures. (a) The indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand is made against an Indemnified 11.3.1 A Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party believing that it is entitled to indemnification pursuant under, as applicable, Section 11.1 or Section 11.2 (an “Indemnified Party”) shall give prompt written notification to the Ancillary Agreementsother Party (the “Indemnifying Party”) of the commencement of any Claim for which indemnification may be sought or, if earlier, upon the assertion of any such Indemnified Party shall give the Indemnifying Party notice of such Claim by a Third Party Claim(it being understood and agreed, as promptly as practicable, but in any event no later than 15 days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVERhowever, that the failure by an Indemnified Party to provide such give notice shall not release the Indemnifying Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and a Claim as provided in this Section 11.3.1 shall not relieve the Indemnifying Party from any other of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually materially prejudiced as a result of such failure to give notice). Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Claim with counsel reasonably satisfactory to the Indemnified Party. If a Party believes that a Claim presented to it for indemnification is one as to which the Party seeking indemnification is not entitled to indemnification under, as applicable, Section 11.1 or liability that Section 11.2, it may have to any Indemnified shall so notify the Party otherwise than under the Ancillary Agreements. seeking indemnification. 11.3.2 If the Indemnifying Party acknowledges in writing its obligations to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then such Indemnifying Party shall be entitled elects to assume and control the defense of such Third Party Claim at its expense and through counsel of its choiceClaim, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of may participate in such defense at its intention to do so to the Indemnified Party within 15 business days of the receipt of such notice from the Indemnified Partyown expense; PROVIDED, HOWEVERprovided, that if there exists or is reasonably likely to exist a conflict the interests of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then Party with respect to such Claim are sufficiently adverse to prohibit the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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 representation by the Indemnifying Partysame counsel of both Parties under Applicable Law, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly ethical rules or indirectly, conducting the defense against any such Third Party Claimequitable principles, the Indemnifying Party shall cooperate with be responsible for the Indemnified Party in such defense reasonable fees and make available expenses of counsel to the Indemnified Party all solely in connection therewith. 11.3.3 The Indemnifying Party shall keep the Indemnified Party advised of the status of such witnesses, records, materials Claim and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required defense thereof and shall consider recommendations made by the Indemnified Party, subject Party with respect thereto. 11.3.4 The Indemnified Party shall not agree to reimbursement any settlement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (Indemnifying Party, which shall not be unreasonably withheld withheld. The Indemnifying Party shall not agree to any settlement of such Claim or delayed) unless such settlement is solely for money consent to any judgment in respect thereof that does not include a complete and includes an unconditional release of each the Indemnified Party from all liability with respect thereto or that imposes any and all Losses arising out of such action, claim, suit liability or proceeding and would not otherwise adversely affect obligation on the Indemnified Party. No such Third Party Claim may be settled by or adversely affects the Indemnified Party without the prior written consent of the Indemnifying Party Indemnified Party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damageswithheld.

Indemnification Procedures. Each party entitled to indemnification under this Section 8.07 (athe "Indemnified Party") The indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant shall give notice to the Ancillary Agreements party required to provide indemnification (other than the Tax Matters Agreement). (b"Indemnifying Party") If a claim or demand is made against an promptly after such Indemnified Party by has actual knowledge of any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") claim as to which indemnity may be sought, and shall permit the Indemnifying party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld). The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Agreement only to the extent that such failure to give notice shall materially prejudice the Indemnifying Party in the defense of any such claim or any such litigation. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that attributes any liability to the Indemnified Party, unless the settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party is entitled of a release from all liability in respect to indemnification pursuant to the Ancillary Agreements, such claim or litigation. If any such Indemnified Party shall give the Indemnifying Party notice of have been advised by counsel chosen by it that there may be one or more legal defenses available to such Third Party Claim, as promptly as practicable, but in any event no later than 15 days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVER, that the failure are different from or additional to provide such notice shall not release the Indemnifying Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make those 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with not have the right to assume the defense of such action on behalf of such Indemnified Party in and will reimburse such defense and make available to the Indemnified Party all and any person controlling such witnesses, records, materials Indemnified Party for the reasonable fees and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required expenses of any counsel retained by the Indemnified Party, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by it being understood that the Indemnifying Party shall not, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for each Indemnified Party or controlling person (and all other Indemnified Parties and controlling persons which may be represented without the prior written consent of conflict by one counsel), which firm shall be designated in writing by the Indemnified Party (or Indemnified Parties, if more than one Indemnified Party is to be represented by such counsel) to the Indemnifying Party. The Indemnifying Party shall not be subject to any liability for any settlement made without its consent, which shall not be unreasonably withheld or delayed) unless such settlement withheld. If the indemnification provided for in this Section 8.07 from the Indemnifying Party is solely for money and includes unavailable to an unconditional release of each Indemnified Party from hereunder in respect of any and all Losses arising out losses, claims, damages, labilities or expenses referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such actionlosses, claimclaims, suit damages, labilities or proceeding and would not otherwise adversely affect expenses in such proportion as is appropriate to reflect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent relative fault of the Indemnifying Party and Indemnified Parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Parties, and the parties, relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be unreasonably withheld just and equitable if contribution pursuant to this Section 8.07 were determined by pro rata allocation or delayed. Notwithstanding the foregoing, the Indemnifying Party shall by any other method of allocation which does not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion take account of the Third Party Claim can be so separated from that for money damages, equitable considerations referred to in the Indemnifying Party immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of section 11(f) of the Securities Act) shall be entitled to assume the defense contribution from any person who was not guilty of the portion relating to money damagessuch fraudulent misrepresentation).

Indemnification Procedures. (a) The indemnification procedures set forth in Section 8.01(b) herein are applicable to If any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim Proceeding shall be brought or demand is made asserted against an Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is person entitled to indemnification pursuant to the Ancillary Agreementsindemnity hereunder (each, an “Indemnified Party”), such Indemnified Party shall give promptly notify the person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party notice shall assume the defense thereof, including the employment of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days of the receipt by counsel reasonably satisfactory to the Indemnified Party and the payment of such noticeall fees and expenses incurred in connection with defense thereof; PROVIDED, HOWEVERprovided, that the failure of any Indemnified Party to provide give such notice shall not release the Indemnifying Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation of its obligations or liability liabilities pursuant to this Agreement, except (and only) to the extent that it may shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have to any prejudiced the Indemnifying Party. (b) An Indemnified Party otherwise than under shall have the Ancillary Agreements. If right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party acknowledges has agreed in writing its obligations to indemnify pay such fees and expenses; or (ii) the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then such Indemnifying Party shall be entitled have failed promptly to assume and control the defense of such Third Party Claim at its expense Proceeding and through to employ counsel of its choice, subject reasonably satisfactory to the approval of the such Indemnified Party in any such Proceeding; or (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention iii) the named parties to do so to the Indemnified Party within 15 business days of the receipt of any 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 reasonable judgment of the Indemnified Party for the same counsel to represent Proceeding (including any impleaded parties) include both the such Indemnified Party and the Indemnifying Party, then the and such Indemnified Party shall be entitled have been advised by counsel in writing (with a copy to retain its own counsel, in each jurisdiction for which the Indemnifying Party) that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party determines and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with not have the Indemnified Party in right to assume the defense thereof and such defense and make available to counsel shall be at the Indemnified Party all such witnesses, records, materials and information in expense of the Indemnifying Party's possession or under the ). The Indemnifying Party's control relating thereto as is reasonably required by the Indemnified PartyParty shall not be liable for any settlement of any Proceeding without its written consent, subject to reimbursement of reasonable out-of-pocket expenseswhich consent shall not be unreasonably withheld. No such Third Party Claim may be settled by the Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party (which shall not be unreasonably withheld or delayed) is a party, unless such settlement is solely for money and includes an unconditional release of each such Indemnified Party from any and all Losses arising out liability on claims that are the subject matter of such action, claim, suit Proceeding and does not impose any monetary or proceeding and would not otherwise adversely affect other obligation or restriction on the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the . (c) All reasonable fees and expenses of counsel incurred by the Indemnified Party (including reasonable fees and expenses to the extent incurred in defending connection with investigating or preparing to defend such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against Proceeding in a manner not inconsistent with this Article VI) shall be paid to the Indemnified Party Party, as incurred, within fifteen business days of written notice thereof to the Indemnifying Party, which the notice shall be delivered no more frequently than on a monthly basis (regardless of whether it is ultimately determined that an Indemnified Party reasonably determinesis not entitled to indemnification hereunder; provided, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to assume the defense of the portion relating to money damagesindemnification hereunder).

Indemnification Procedures. (a) The indemnification procedures set forth in Section 8.01(bIf any claim or demand is made against an Indemnified Party by a Person not a party hereto (or an Affiliate thereof) herein are applicable with respect to any indemnity granted pursuant matter by any Person who is not a party to this Agreement (or an Affiliate thereof) which may give rise to a claim for indemnification against an Indemnifying Party under this Agreement (a “Third Party Claim”), then the Indemnified Party will promptly notify the Indemnifying Party in writing and in reasonable detail of the Third Party Claim, including the factual basis for the Third Party Claim and, to the Ancillary Agreements extent known, the amount of the Third Party Claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will affect the Indemnifying Party’s obligations under this Article X, except to the extent the Indemnifying Party is actually prejudiced as a result thereof (other than except that the Tax Matters AgreementIndemnifying Party will not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party will deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all non-ministerial notices and documents (including court papers) received or transmitted by the Indemnified Party relating to the Third Party Claim. (b) The Indemnifying Party will have the right to participate in or to assume the defense of any Third Party Claim (in either case at the expense of the Indemnifying Party) with counsel of its choice. The Indemnifying Party will be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party is conducting the defense of the Third Party Claim the Indemnified Party, at its sole cost and expense, may retain separate counsel and participate in the defense of the Third Party Claim, it being understood that the Indemnifying Party will control such defense and any such counsel shall cooperate with the legal counsel of the Indemnifying Party. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without each Indemnified Party’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed); provided that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms unconditionally releases the Indemnified Party and each member of such Indemnified Party’s Group completely from all liability in connection with such Third Party Claim; provided, however, that the Indemnified Party may refuse to agree to any such settlement, compromise or discharge that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or any member of such Indemnified Party’s Group. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party will not and will cause its Affiliates not to, admit any liability, consent to the entry of any judgment or agree to any settlement, compromise or discharge with respect to any Third Party Claim without the prior written consent of the Indemnifying Party. (d) If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will keep the Indemnified Party reasonably informed of all material developments relating to or in connection with such Third Party Claim. If the Indemnifying Party chooses to defend a Third Party Claim, the Indemnified Party will cooperate in the defense thereof, which cooperation will include the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (e) Any claim on account of Damages for which indemnification is provided under this Agreement that does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnified Party to the Indemnifying Party from whom such indemnification is sought. The notice shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount, of claimed Damages and a description of the basis for such claim. The delay by any Indemnified Party to so notify the Indemnifying Party will not affect the Indemnifying Party’s obligations under this Article X, except to the extent that the Indemnifying Party is actually prejudiced as a result thereof. (f) In connection with any matter for which a claim or demand is made against an Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 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 the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided abovethis Agreement, the Indemnified Party shall cooperate use commercially reasonable efforts to provide the Indemnifying Party with reasonable and necessary access to all documents, data, products, product exemplars and knowledgeable personnel of the Indemnified Party and its Affiliates relevant to any such matter, in each case at the Indemnified Party’s cost and expense. Without limiting the generality of the foregoing, the Indemnified Party shall, at its own cost and expense, use commercially reasonable efforts to, and shall use commercially reasonable efforts to cause its Affiliates to, provide employees to act as witnesses, prepare and execute statements, authorizations, orders, reports and other documents and information and provide such other assistance, in each case that is reasonably requested by 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 connection with any matter for which a claim or under the Indemnified Party's control relating thereto as demand is reasonably required by the Indemnifying Party, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the made against an Indemnified Party isunder this Agreement, directly including in anticipation of, or indirectlypreparation for, conducting the defense against any such Third Party Claim, existing or future litigation or other matters in which the Indemnifying Party shall cooperate with or any of its Affiliates is involved. (g) In the event of payment in full by an Indemnifying Party to any Indemnified Party in connection with any claim (an “Indemnified Claim”), such defense Indemnifying Party will be subrogated to and make available to will stand in the place of such Indemnified Party all as to any events or circumstances in respect of which such witnesses, records, materials and information in the Indemnifying Party's possession Indemnified Party may have any right or under the Indemnifying Party's control claim relating thereto as is reasonably required by the to such Indemnified Party, subject to reimbursement of reasonable out-of-pocket expensesClaim against any claimant or plaintiff asserting such Indemnified Claim or against any other Person. No Such Indemnified Party will cooperate with such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the in a reasonable manner in prosecuting any subrogated right or claim. Each such Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding will duly execute upon request all instruments reasonably necessary to evidence and perfect the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesabove described subrogation rights.

Indemnification Procedures. All claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) The A party claiming indemnification procedures set forth in Section 8.01(bunder this Agreement (an "INDEMNIFIED PARTY") herein are applicable to shall with reasonable promptness (i) notify the party from whom indemnification is sought (the "INDEMNIFYING PARTY") of any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a third-party claim or demand is made claims asserted against an the Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as for which indemnification is sought and (ii) transmit to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give the Indemnifying Party a copy of all papers served with respect to such claim (if any) and a written notice ("CLAIM NOTICE") containing a description in reasonable detail of the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim) and the basis of the Indemnified Party's request for indemnification under this Agreement. Within 15 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 with respect to such Third Party Claim and (ii) whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Third Party Claim, as promptly as practicable, but in any event no later than 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 the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations to indemnify notifies the Indemnified Party hereunder against any Losses within the Election Period that may result from such the Indemnifying Party elects to assume the defense of the Third Party Claim, then such the Indemnifying Party shall be entitled have the right to assume defend, at its sole cost and control the defense of 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 its the discretion of the Indemnifying Party in accordance with this SECTION 11.3(a). The Indemnifying Party shall have full control of such defense and proceedings. The Indemnified Party is hereby authorized, at the sole cost and expense and through counsel of its choicethe Indemnifying Party, subject to file, during the approval of Election Period, any motion, answer or other pleadings that the Indemnified Party (which approval shall reasonably deem necessary or appropriate to protect its interests. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that 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. Except as otherwise provided herein, the Indemnified Party may participate in, but not be unreasonably withheld control, any defense or delayed), if it gives notice settlement of any Third Party claim controlled by the Indemnifying Party pursuant to this SECTION 11.3 and shall bear its intention own costs and expenses with respect to do so such participation. If the Indemnifying Party fails to notify the Indemnified Party within 15 business days of the receipt of such notice from Election Period that the Indemnified Party; PROVIDED, HOWEVER, that if there exists or is reasonably likely Indemnifying Party elects to exist a conflict of interest that would make it inappropriate in the reasonable judgment of defend the Indemnified Party for pursuant to the same counsel preceding paragraph, or if the Indemnifying Party elects to represent both defend the Indemnified Party and but fails to prosecute or settle the Indemnifying PartyThird Party Claim as herein provided, then the Indemnified Party shall be entitled have the right to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defensedefend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. In The Indemnified Party shall have full control of such defense and proceedings. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the event Indemnified Party pursuant to this SECTION 11.3, and the Indemnifying Party exercises the right shall bear its own costs and expenses with respect to undertake such participation. The Indemnifying Party shall not settle or compromise any such defense against any such Third Party Claim as provided aboveunless (i) the terms of such compromise or settlement require no more than the payment of money (i.e., such compromise or settlement does not require the Indemnified Party shall cooperate with to admit any wrongdoing or take or refrain from taking any action), (ii) the Indemnifying Party in full amount of 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 monetary compromise or under the Indemnified Party's control relating thereto as is reasonably required settlement will be paid by the Indemnifying Party, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event and (iii) the Indemnified Party isreceives as part of such settlement a legal, directly or indirectlybinding and enforceable unconditional satisfaction and/or release, conducting the defense against any such Third Party Claimin form and substance reasonably satisfactory to it, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No providing that such Third Party Claim may be settled by the Indemnifying Party without the prior written consent and any claimed lability of the Indemnified Party (which shall not be unreasonably withheld with respect thereto is being fully satisfied by reason of such compromise or delayed) unless such settlement is solely for money and includes an unconditional release of each that the Indemnified Party is being released from any and all Losses arising out of such action, claim, suit obligations or proceeding and would liabilities it may have with respect thereto. The Indemnified Party shall not otherwise adversely affect the Indemnified Party. No such settle or admit liability to any Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party unless (x) the Indemnifying Party has disputed its potential liability to the Indemnified Party, and such dispute either has not been resolved or has been resolved in favor of the Indemnifying Party or (y) the Indemnifying Party has failed to respond to the Indemnified Party's Claim Notice. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the "INDEMNITY NOTICE") describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible (which estimate shall not be unreasonably withheld or delayed. Notwithstanding conclusive of the foregoing, final amount of such claim) and the Indemnifying Party shall not be entitled to assume the defense basis of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief Party's request for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesindemnification under this Agreement.

Indemnification Procedures. Any Person seeking indemnification under this Agreement (athe “Indemnified Party”) The shall give prompt written notice (a “Notice of Claim”) to such other applicable Persons against whom such claim is asserted (the “Indemnifying Party”) such indemnification procedures set claim. Each Notice of Claim shall (i) specify in reasonable detail the basis for such claim or demand, setting forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant to the Ancillary Agreements (other than nature of the Tax Matters Agreement). (b) If a claim or demand is made in reasonable detail and (ii) specify in reasonable detail the amount of indemnifiable Losses or a good faith estimate of the potential indemnifiable Losses against an which Indemnified Party by any Person who is not a party to seeks indemnification in connection with such Notice of Claim (the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such “Quantified Losses”). The failure of the Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give so notify the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVER, that the failure to provide such notice shall not release relieve the Indemnifying Party from of any of its obligations under the Ancillary Agreements obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability determines that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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 claim or demand is prejudiced by the failure to give such notice. The Indemnifying Party Claim shall have the right to defend at its expense own cost and through counsel of its choiceown choosing, subject reasonably satisfactory to the approval Indemnified Party, any third-party claim or demand set forth in a Notice of Claim giving rise to such claim for indemnification, unless the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business days of the receipt of such notice from the Indemnified Party; PROVIDED, HOWEVER, has determined in good faith that if there exists or is reasonably likely to exist a joint representation would result in an actual conflict of interest that would make it inappropriate in between the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Indemnifying 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 to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right undertakes to undertake compromise or defend any such defense against claim or demand, it shall promptly (and in any such Third event, no later than fifteen (15) days after receipt of the Notice of Claim) notify the Indemnified Party Claim as provided above, the in writing of its intention to do so. 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 its counsel in the Indemnified Party's possession defense of such third-party claim or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Partydemand; provided, subject to reimbursement of that all reasonable out-of-pocket expenses. Similarly, in the event expenses incurred by the Indemnified Party isshall be paid by the Indemnifying Party. The Indemnified Party shall not be liable for any legal or other expenses subsequently incurred by the Indemnifying Party, directly in connection with its defense of any third-party claim hereunder. The Indemnified Party may hire separate counsel and participate in such defense at its own expense. No settlement of a third-party claim or indirectly, conducting the defense against any such Third Party Claim, demand defended by the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party made without the prior written consent of the Indemnified Party (which shall Party, such consent not to be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified withheld. The Indemnifying Party from any and all Losses arising out of such actionshall not, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior except with written consent of the Indemnifying Party Indemnified Party, consent to the entry of a judgment or settlement which shall does not be unreasonably withheld or delayed. Notwithstanding the foregoinginclude as an unconditional term thereof, the Indemnifying Party shall not be entitled giving by the claimant or plaintiff to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party of an unconditional release from all liability in defending respect of such Third Party Claim if the Third Party Claim seeks an order, injunction third-party claim or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesdemand.

Indemnification Procedures. (a) The indemnification procedures set forth in Section 8.01(b6.07(b) herein are applicable to any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand is made against an Indemnified Party by any Person who is not a party to this Agreement or the Ancillary Agreements (a "THIRD PARTY CLAIMThird Party Claim") as to which such Indemnified Party is entitled to indemnification pursuant to this Agreement or the Ancillary Agreements, such Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days of the receipt by the Indemnified Party of such notice; PROVIDEDprovided, HOWEVERhowever, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business days of the receipt of such notice from the Indemnified Party; PROVIDEDprovided, HOWEVERhowever, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Indemnification Procedures. (a) The If Assignor or Assignee (each, an “Indemnified Party”) believes that a claim or other circumstance exists that has given or may reasonably be expected to give rise to a right of indemnification procedures set forth in Section 8.01(bunder this Article VII (whether or not the amount of Damages relating thereto is then quantifiable), such Indemnified Party shall assert its claim for indemnification by giving written notice thereof (a “Claim Notice”) herein are applicable to any indemnity granted pursuant to the Ancillary Agreements Party from which indemnification is sought (the “Indemnifying Party”) (i) if the event or occurrence giving rise to such claim for indemnification is, or relates to, a claim brought by a Person other than a Party or an Affiliate of a Party (a “Third Party”), promptly following receipt of notice of such claim by such Indemnified Party or (ii) if the Tax Matters Agreement)event or occurrence giving rise to such claim for indemnification is not, or does not relate to, a claim brought by a Third Party, promptly after the discovery by such Indemnified Party of the circumstances giving rise to such claim for indemnity. Each Claim Notice shall describe the claim in reasonable detail. The failure by the Indemnified Party to so notify, or any delay by the Indemnified Party in notifying, the Indemnifying Party shall not relieve the Indemnifying Party of any indemnification obligation hereunder except and only to the extent that the rights of the Indemnifying Party are materially prejudiced by such failure to give, or delay in giving, such notice. (b) If any claim by an Indemnified Party under this Article VII relates to a claim filed or demand is made against an Indemnified Party by a Third Party (a “Third-Party Claim”), the Indemnifying Party may elect at any Person who is not time to negotiate a party settlement or compromise of such Third-Party Claim or to defend such Third-Party Claim, in each case, at its sole cost and expense and with its own counsel, if the Indemnifying Party provides written notice to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled that the Indemnifying Party intends to indemnification undertake such defense; provided, however, that the Indemnifying Party shall not have the right to negotiate a settlement or compromise of such Third-Party Claim or to defend such Third-Party Claim, notwithstanding the giving of such written acknowledgment, if (i) such claim seeks an injunction or other equitable relief, (ii) the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to it that are different from or in addition to those available to the Indemnifying Party, and in the reasonable opinion of the Indemnified Party, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests could be in conflict with those of the Indemnifying Party, (iii) in the reasonable opinion of the Indemnified Party, the Indemnifying Party does not have the financial wherewithal to pay for such defense (provided, that prior to the Indemnified Party taking any action pursuant to this clause (iii), the Ancillary AgreementsIndemnifying Party shall have a reasonable opportunity to demonstrate to the Indemnified Party that the Indemnifying Party does have the financial wherewithal to pay for such defense), (iv) such Third-Party Claim involves, or could reasonably be expected to have a material effect on, any material matter or obligation of or relating to the Indemnified Party that is beyond the scope of the indemnification obligation of the Indemnifying Party pursuant to this Agreement, or (v) such Third-Party Claim could reasonably be expected to result in the Indemnified Party being obligated to pay Damages in excess of the amounts for which the Indemnifying Party could be liable to indemnify the Indemnified Party hereunder. In the event the Indemnifying Party does not have the right to negotiate a settlement or compromise of such Third-Party Claim or to defend such Third-Party Claim, the Indemnified Party may control such negotiation or defense, using a single counsel (in addition to local counsel) reasonably satisfactory to the Indemnifying Party, at the Indemnifying Party’s sole cost and expense, it being understood that counsels retained by the Parties in connection with the negotiation of this Agreement are deemed reasonably satisfactory. (c) Notwithstanding anything to the contrary contained herein, except with the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayed, no Indemnifying Party shall settle or compromise any Third-Party Claim or permit a default judgment or consent to an entry of judgment thereof unless such settlement, compromise or judgment (i) relates solely to money damages, (ii) provides for a full, unconditional and irrevocable release of the Indemnified Party with respect to the claim(s) being settled, and (iii) does not contain any admission or finding of wrongdoing on behalf of the Indemnified Party. Notwithstanding anything to the contrary contained herein, if, within fifteen (15) Business Days after receipt from an Indemnified Party of any Claim Notice with respect to a Third-Party Claim, the Indemnifying Party does not elect to defend such Third-Party Claim or if the Indemnifying Party does not have the right to defend such claim pursuant to Section 7.4(b), such Indemnified Party shall give may, at its option, control the defense of such claim or negotiate a settlement or compromise of such claim, at the Indemnifying Party’s sole cost and expense; provided, that the Indemnifying Party notice of may, at its sole cost and expense, participate in such Third Party Claimdefense or negotiation, as promptly as practicable, but in and any event no later than 15 days such settlement or compromise shall be permitted hereunder only with the written consent of the receipt by the Indemnified Party of such notice; PROVIDEDIndemnifying Party, HOWEVER, that the failure to provide such notice which consent shall not release the Indemnifying Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation be unreasonably withheld, conditioned or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreementsdelayed. If the Indemnifying Party acknowledges in writing its obligations is not able to indemnify the Indemnified Party hereunder against any Losses that may result from or elects not to defend, settle or compromise such Third 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, subject to the approval all of the Indemnified Party (which approval Party’s reasonable and documented out-of-pocket costs and expenses arising out of the defense, settlement or compromise of any such claim shall not be unreasonably withheld or delayed)Damages subject to indemnification hereunder, if it gives notice of its intention to do so but only to the Indemnified extent expressly provided herein. The Parties shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such Third-Party within 15 business days Claim. The Party in charge of the receipt of such notice from defense shall keep the Indemnified Party; PROVIDED, HOWEVER, that if there exists or is reasonably likely other Party fully apprised at all times as to exist a conflict of interest that would make it inappropriate in the reasonable judgment status of the Indemnified Party for the same counsel to represent both the Indemnified Party and defense or any settlement or compromise negotiations with respect thereto. If the Indemnifying PartyParty is entitled, and elects, to defend any such claim, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defensedefense with separate counsel, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense ’s sole cost and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesexpense.

Indemnification Procedures. (a) The indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand is made against Promptly after receipt by an Indemnified Party by of notice of the commencement of any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreementsaction, such Indemnified Party shall give shall, if a claim in respect thereof is to be made against the Indemnifying Party notice of such Third Party Claimunder this ARTICLE IX, as promptly as practicable, but in any event no later than 15 days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVER, that the failure to provide such notice shall not release notify the Indemnifying Party from any in writing of its obligations under the Ancillary Agreements except commencement thereof; but the omission so to the extent notify the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party it from any other obligation or liability that which it may have to any Indemnified Party otherwise than under the Ancillary Agreementsthis ARTICLE IX. If In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party acknowledges in writing its obligations 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damagescommencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the portion relating Indemnified Party, be counsel to money damagesthe Indemnifying Party), and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this ARTICLE IX for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party, in connection with the defense thereof other than reasonable costs of investigation. If the Indemnifying Party fails to notify the Indemnified Party within 15 days after receipt by the Indemnifying Party of written notice from the Indemnified Party of the commencement of such action that the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 9.4, or if the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 9.4 but fails diligently to prosecute the proceedings related to such claim as herein provided, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), such claim by all appropriate proceedings. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought under this ARTICLE IX (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a third-party claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to such claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. Except as provided in Section 9.2(b)(iv), if the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice shall be deemed a liability of the Indemnifying Party hereunder. (c) In determining the amount of any Damages for which the Indemnified Party is entitled to indemnification under this ARTICLE IX, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party and (ii) all amounts actually recovered by the Indemnified Party under contractual indemnities from third Persons. (d) The date on which notification of a claim for indemnification is received as provided in Section 11.2 by the Indemnifying Party shall determine whether such claim is timely made. (e) From and after Closing, if any Party receives any refund of Indemnified Taxes, such Party shall remit any such refund to the Party responsible for such Taxes pursuant to ARTICLE VIII. (f) To the extent that this Section 9.4 is inconsistent with the provisions of ARTICLE VIII, the provisions of ARTICLE VIII shall control.

Indemnification Procedures. (a) The Each Indemnified Party shall provide the Indemnifying Party with timely notice of any claim or liability subject to indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant to Section 5.1; provided, that any failure by any Indemnified Party to so notify the Ancillary Agreements (other than Indemnifying Party will relieve the Tax Matters Agreement)Indemnifying Party of its obligations under Section 5.1 only if and to the extent that the Indemnifying Party will have been actually prejudiced as a result of such failure. (b) If a claim or demand is made against an Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such An Indemnified Party shall (i) give the Indemnifying Party prompt notice of such Third Party Claim, an indemnifiable claim so as promptly as practicable, but in any event no later than 15 days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVER, that the failure to provide such notice shall not release afford the Indemnifying Party from any the opportunity to defend or negotiate a settlement of its obligations under such indemnifiable claim hereunder at the Ancillary Agreements except to the extent Indemnifying Party’s expense; provided that the Indemnifying Party is materially prejudiced by will not settle any such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business days of the receipt of such notice from claim without the Indemnified Party; PROVIDED’s prior written consent, HOWEVERnot to be unreasonably withheld, that if there exists conditioned or is delayed, and (ii) reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's ’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession defending or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the settling such claim. (c) If any Indemnified Party isdesires to assert any claim for indemnification provided for under Section 5.1 other than a claim in respect of, directly arising out of or indirectlyinvolving a third-party claim, conducting the defense against any such Third Indemnified Party Claimshall notify (such notice, a “Direct Claim Notice”) the Indemnifying Party shall cooperate with in writing, and in reasonable detail (taking into account the information then available to such Indemnified Party), of such claim promptly after becoming aware of the existence of such claim, except that the failure of an Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by notify the Indemnifying Party without will relieve the prior written consent Indemnifying Party from its obligation to indemnify only to the extent that the Indemnifying Party is actually and materially prejudiced as a result of such failure. (d) Each of the Indemnified Party parties shall use its commercially reasonable efforts to mitigate its respective losses hereunder upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any losses hereunder. (which shall not e) Purchasers acknowledge that the Services to be unreasonably withheld or delayedprovided to it hereunder are subject to, and that its remedies under this Agreement are limited by, the applicable provisions of Article VI, including the limitations on representations and warranties with respect to the Services. (f) unless such settlement is solely This Article V will be the exclusive remedy of Purchasers and the Company and their respective Affiliates (and their respective successors, officers, directors, shareholders, employees, agents, representatives and members) for money and includes an unconditional release of each Indemnified Party from any and all Losses losses, Liabilities, claims, fines, deficiencies, damages, obligations or payments arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent relating to any misrepresentation or breach of the Indemnifying Party which shall not be unreasonably withheld representations, warranties, covenants or delayed. Notwithstanding agreements of Seller or its Affiliates contained herein or otherwise relating to the foregoingsubject matter of this Agreement (except for actions for specific performance, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction injunctive relief or other equitable relief pursuant to Section 9.10). In furtherance of the foregoing, Purchasers and the Company and their respective Affiliates (and their respective successors, officers, directors, shareholders, employees, agents, representatives and members) each hereby waives, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action it may have against Seller under this Agreement, arising under or relief for based upon any Law, other than money damages against the Indemnified Party which the Indemnified Party reasonably determinesright to seek indemnity pursuant to this Article V (except for actions for specific performance, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable injunctive relief or other equitable relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled pursuant to assume the defense of the portion relating to money damagesSection 9.10).

Indemnification Procedures. (a) The indemnification procedures set forth in Section 8.01(b) herein are applicable to Promptly after the receipt by any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If Indemnified Party of a claim or demand is made against notice of any Third Party Claim that an Indemnified Party by any Person who is not a party seeks to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreementsbe indemnified under this Agreement, such Indemnified Party shall give the Indemnifying Party written notice of such Third Party ClaimClaim to the Indemnifying Party, as promptly as practicablestating in reasonable detail the nature and basis of each allegation made in the Third Party Claim and the amount of potential Indemnified Losses with respect to each allegation, but in any event no later than 15 days to the extent known, along with copies of the receipt relevant documents received by the Indemnified Party evidencing the Third Party Claim and the basis for indemnification sought. Failure of such notice; PROVIDED, HOWEVER, that the failure Indemnified Party to provide give such notice shall not release the Indemnifying Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability on account of this indemnification, except if and only to the extent that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations to indemnify is actually prejudiced by such failure or delay. Thereafter, the Indemnified Party hereunder against any Losses that shall 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 relating to the Third Party Claim. The Indemnifying Party shall have the right to assume the defense of the Indemnified Party with respect 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, (i) the Indemnified Party may result from such retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, then such it being understood that the Indemnifying Party shall be entitled pay all reasonable costs and expenses of counsel for the Indemnified Party after such time as the Indemnified Party has notified the Indemnifying Party of such Third Party Claim and prior to assume and control such time as the Indemnifying Party has notified the Indemnified Party that it has assumed the defense of such Third Party Claim at its expense and through counsel of its choiceClaim, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then ii) the Indemnified Party shall be entitled to retain its own counselnot file any papers or, other than in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense connection with a settlement of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, consent to the entry of any judgment without the prior written consent of the Indemnifying Party shall cooperate with (not to be unreasonably withheld, conditioned or delayed) and (iii) the Indemnified Indemnifying Party in such defense and make available will not consent to the Indemnified entry of any judgment or enter into any settlement with respect to the Third Party Claim (other than a judgment or settlement that is solely for money damages and is accompanied by a release of 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 indemnifiable claims against the Indemnified Party, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party ) without the prior written consent of the Indemnified Party (which shall not to be unreasonably withheld withheld, conditioned or delayed) unless such settlement is solely for money and includes an unconditional release ). Whether or not the Indemnifying Party shall have assumed the defense of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying for a Third Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoingClaim, the such Indemnifying Party shall not be entitled obligated to assume the defense of any Third Party Claim indemnify and shall be liable for the fees and expenses of counsel incurred by hold harmless the Indemnified Party in defending hereunder for any consent to the entry of judgment or settlement entered into with respect to such Third Party Claim if without the Third Party Claim seeks an orderIndemnifying Party’s prior written consent, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, canconsent shall not be separated from any related claim for money damages. If such equitable relief unreasonably withheld, conditioned or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damagesdelayed.

Indemnification Procedures. (a) The Except as otherwise provided in Article X hereof with respect to Taxes, with respect to third-party claims, all claims for indemnification procedures set forth in Section 8.01(b) herein are applicable to any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand is made against an Indemnified Party by any Person who is not a party to the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to Section 10.2 or 10.3 hereof or Article XI hereof (an "Indemnified Party") shall be asserted and resolved as set forth in this Section 10.4. In the Ancillary Agreementsevent that any written claim or demand for which Purchaser or Seller would be liable (as the case may be, an "Indemnifying Party") to any Indemnified Party is asserted against or sought to be collected from such Indemnified Party by a third party, such Indemnified Party shall give promptly, but in no event more than 15 days following its receipt of such claim or demand, notify the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the "Claim Notice"). The Indemnifying Party shall have 20 days from the personal delivery or receipt by of the Claim Notice (the "Notice Period") to notify the Indemnified Party of such notice; PROVIDED, HOWEVER, that the failure to provide such notice shall (a) whether or not release the Indemnifying Party from any disputes the liability of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations to indemnify the Indemnified Party hereunder against any Losses that may result from with respect to such Third Party Claim, then such Indemnifying Party shall be entitled claim or demand and (b) whether or not it desires to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice, subject to the approval of defend the Indemnified Party (which approval against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall not be unreasonably withheld or delayed)a liability of, if it gives notice of its intention to do so to and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within 15 business days of the receipt of Notice Period that it desires to defend such notice from the Indemnified Party; PROVIDED, HOWEVER, that if there exists party against such claim or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claimdemand, the Indemnifying Party shall cooperate with have the right to defend such claim or demand by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense defense, it may do so at its sole cost and make available to the expense. The Indemnified Party all such witnesses, records, materials and information in shall not settle a claim or demand without the consent of the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party, subject to reimbursement of reasonable out-of-pocket expenseswhich shall not be unreasonably withheld. No such Third Party Claim may be settled by the The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand. If the Indemnifying Party (which shall elects not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by to defend the Indemnified Party without against such claim or demand, whether by not giving such party timely notice as provided above or otherwise, then the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense amount of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim claim or demand or, if the Third Party Claim seeks an ordersame be contested by such party, injunction or other equitable relief or relief for other than money damages against the Indemnified Party then that portion thereof as to which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.is unsuccessful

Indemnification Procedures. All claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) Party claiming indemnification under this Agreement (the “Indemnified Party”) shall promptly notify the Party from whom indemnification is sought (the “Indemnifying Party”) of any claim by a third party against the Indemnified Party that could give rise to a right of indemnification under this agreement (“Third Party Claim”). The indemnification procedures set forth Indemnifying Party shall have the right to defend, at its sole cost and expense, such third party claim, on its own behalf and on the behalf of the Indemnified Party, by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party; provided, however, that the Indemnifying Party may not enter into any compromise or settlement that involves equitable relief against the Indemnified Party unless the Indemnified Party consents thereto, which consent shall not be unreasonably withheld, delayed or conditioned. If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party (excluding the internal costs and expenses of the Indemnified Party), cooperate with the Indemnifying Party and its counsel in Section 8.01(b) herein are applicable contesting any third party claim that the Indemnifying Party elects to contest, including, without limitation, the making of any indemnity granted pursuant to related counterclaim against the Ancillary Agreements (other than Person asserting the Tax Matters Agreement)third party claim or any cross-complaint against such person. (b) If Notwithstanding the Indemnifying Party’s election to assume the defense of any third party claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such third party claim, and shall bear the costs and expenses of such separate counsel, if (i) the use of counsel chosen by the Indemnifying Party to represent both the Indemnifying Party and the Indemnified Party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such third party claim include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party shall have reasonably concluded that there may be a legal defense available to it which is different from or additional to the defenses available to the Indemnifying Party in which case the Indemnifying Party shall not have the right to assume the defense of such third party claim on behalf of the Indemnified Party), (iii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified party to represent the Indemnified Party within a reasonable time after notice of the institution of such third party claim or demand is made against an (iv) the Indemnifying Party authorizes the Indemnified Party to employ separate counsel at the Indemnified Party’s cost and expense. (c) If the Indemnifying Party fails to notify the Indemnified Party within ninety (90) days after receipt of notice in accordance with Section 4.04(a) hereof that the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 4.04, or if the Indemnifying Party elects to defend the Indemnified Party pursuant this Section 4.04 but fails to defend the third party claim diligently and promptly, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the third party claim by any Person who is not all appropriate proceedings, which proceedings shall be promptly and vigorously defended by the Indemnified Party with respect to a third party to claim for which the Ancillary Agreements (a "THIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to the Ancillary Agreements, such Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 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 the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations 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, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business 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 reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to 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, subject to reimbursement of reasonable out-of-pocket expenses. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party 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, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. No such Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damageshereunder.