Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “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 (which estimate shall not be conclusive of the final amount of such Claim) (the “Claim Notice”). ii. If within thirty (30) 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 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 the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for A Party seeking indemnification under this Section 9 18 for itself or any of its Affiliates or any of its or their respective officers, directors, members, managers, employees, agents and representatives (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder (collectively in this capacity, the “Indemnified Party”) has a Claim against any party obligated to provide shall promptly notify the Party from whom indemnification pursuant to Section 9.a. or 9.b. hereof is sought (in this capacity, the “Indemnifying Indemnitor”) of any Liability in respect of which such Indemnified Party intends to claim indemnification; provided, however, that the failure to so notify the Indemnitor shall not affect the Indemnified Party”)’s rights to indemnification hereunder except to the extent that the Indemnitor is materially prejudiced by such failure. With respect to any Liabilities that relate to a third party claim, the Indemnified Party shall promptly notify permit the Indemnifying Indemnitor to control the defense of any such Liabilities; provided, however, if the Indemnified Party reasonably determines that the joint representation of such Claim, specifying the nature of such Claim Indemnified Party and the amount or Indemnitor by a single counsel would result in a conflict of interest arising out of the estimated amount thereof joint representation by counsel selected by the Indemnitor of the interests of the Indemnitor and the Indemnified Party, the Indemnitor shall be entitled to engage separate counsel to represent the extent then feasible Indemnified Party (which estimate at the Indemnitor’s sole cost and expense) and, if the Indemnitor fails to do so, the Indemnitor shall not be conclusive of entitled to assume the final amount Indemnified Party’s defense of such Claim) (the “Claim Notice”). iiLiability. If within thirty (30) days after receiving such Claim Noticethe Indemnitor assumes the defense of any Liability, the Indemnifying Party gives written notice to Indemnitor shall consult with the Indemnified Party acknowledging its obligation for the purpose of allowing the Indemnified Party to indemnify and stating that it intends participate in such defense, but in such case the legal expenses of the Indemnified Party incurred as a result of such participation shall be paid by the Indemnified Party. With respect to defend against such claim or Losses at its own cost and expenseany Proceeding for which the Indemnitor has assumed the defense of an Indemnified Party, the Indemnitor shall promptly inform the applicable Indemnified Party of all material developments related thereto, including copying such Indemnified Party on all pleadings, filings and other correspondence relating thereto. If the Indemnitor fails to assume and defend a Liability or if, after commencing or undertaking any such defense, the Indemnitor fails to prosecute such Liability, the Indemnified Party shall have the right to undertake the defense (including or settlement thereof. With respect to any Liabilities that relate to a third party claim, the Indemnified Party shall have the right to settle or compromise such action) of such matterLiabilities, including selection of counsel (subject to the consent of provided the Indemnified PartyParty consents in writing to such settlement, 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 the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9withheld. iii. If the Indemnify Party does not notify the Indemnified Party within 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement(a) With respect to third party claims, all claims for indemnification under this Section 9 (“Claims”) by any Indemnified Party hereunder shall be asserted and resolved as follows:set forth in this Section 12.04. i. (b) In the event that any Person entitled to indemnification hereunder written claim or demand for which Seller or Purchaser, as the case may be (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the an “Indemnifying Party”), may be liable to any Indemnified Party hereunder (after giving effect to the limitations set forth in this Article XII) is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly 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 of such Claim, specifying claim or demand in reasonable detail (taking into account the nature of such Claim information then available to the Indemnified Party) 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) (the “Claim Notice”). ii. If within The Indemnifying Party shall have thirty (30) days after receiving such from receipt of the Claim Notice, Notice (the “Notice Period”) to notify the Indemnified Party (i) whether or not the Indemnifying Party gives written notice disputes the liability of the Indemnifying Party to the Indemnified Party acknowledging 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 obligation to indemnify and stating that it intends election to defend against such claim or Losses at its own cost and expensedemand, the defense (including Indemnifying Party shall have the right to settle or compromise such action) of such matter, including selection of counsel (subject to the consent of defend the Indemnified Party, which consent Party by appropriate proceedings and shall not be unreasonably withheld or delayed) and have the sole power to direct and control such defense, . The Indemnifying Party shall be by promptly inform the Indemnifying PartyIndemnified Party upon request of the status of any claim. In If any Indemnified Party desires to participate in any such defense, it may do so at its sole cost and expense, and the Indemnifying Party will consult with not be liable to the Indemnified Party for legal expenses incurred by the Indemnified Party in connection with the Indemnifying Party’s defense, as reasonably requested by the Indemnified Party. defense thereof. (d) The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that not settle a claim or demand for which it is indemnified by the Indemnifying Party may reasonably request and shall cooperate with without the written consent of the Indemnifying Party in such defenseParty. Notwithstanding anything herein to the contrary, the The Indemnifying Party shall not settle any indemnifiable claim not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld Party, settle, compromise or delayed). For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that the Indemnifying Party is required offer to provide indemnification against settle or compromise any such claim or Losses under the terms of this Section 9. iii. If the Indemnify Party does not notify demand on a basis that would have a continuing effect in any material respect on the Indemnified Party within thirty (30) days after receiving such Claim Noticeor any Affiliate thereof or any of their respective businesses, the amount of such Claim shall be conclusively deemed a liability of the Indemnifying Party hereunderassets or operations. 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all (a) All claims for indemnification under this Section 9 (“Claims”) Agreement shall be asserted and resolved as follows:pursuant to this Section 2.3. i. In the event that any Person (b) Each party entitled to indemnification hereunder under this Agreement (the “"Indemnified Party”") has shall give notice (a "Claim against any Notice") to the party obligated required to provide such indemnification pursuant to Section 9.a. or 9.b. hereof (the “"Indemnifying Party”)") promptly after such Indemnified Party has notice of any Adverse Consequence which may give rise to a claim for indemnification against the other party under this Agreement, provided, however, that no delay on the part of the Indemnified Party shall promptly notify in notifying the Indemnifying Party of such Claim, specifying shall relieve the nature of such Claim Indemnifying Party from any obligation hereunder unless (and the amount or the estimated amount thereof then solely to the extent then feasible (which estimate extent) the Indemnifying Party thereby is prejudiced. The Indemnified Party shall not be conclusive required to commence litigation or take any action against any third party prior to delivery of the final amount of such Claim) (the “Claim Notice”). ii. If within thirty (30c) days after receiving such Claim Notice, 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 gives written notice notifies the Indemnified Party in writing (within 20 days after the Indemnified Party has given the Claim Notice) that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of the Adverse Consequence, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party acknowledging that the Indemnifying Party will have the financial resources to defend, and otherwise indemnify for, the Adverse Consequence and fulfill its obligation to indemnify indemnification obligations hereunder and stating that it intends to defend against such claim (iii) the Adverse Consequence involves only money damages and does not seek an injunction or Losses other equitable relief. (d) So long as the Indemnifying Party is conducting the defense of the Adverse Consequence in accordance with Section 2.3(c), (A) the Indemnified Party may retain separate co-counsel at its own sole cost and expense, expense and participate in the defense of the Adverse Consequence, (including B) the right to settle or compromise such action) of such matter, including selection of counsel (subject 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, 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 the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in consent to such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim judgment or enter into such settlement without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld so long as an unconditional term of any such judgment or delayed). For settlement includes the avoidance of doubt, “indemnifiable claim” as used in this subsection means that giving by the Indemnifying Party is required claimant or plaintiff to provide indemnification against such claim or Losses under the terms of this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within thirty (30) days after receiving such Claim Notice, the amount of such Claim shall be conclusively deemed a release from all 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 respective parties with respect to such ClaimAdverse Consequence. (e) In the event any of the conditions in Section 2.3(c) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and if such parties shall not agreeconsent to the entry of any judgment or enter into any settlement with respect to, each 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 will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Adverse Consequence (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequence the Indemnified Party 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 entitled conducted exclusively in accordance with the Cooperation Agreement. Notwithstanding any provision of this Agreement, PCC shall have no obligation to initiate proceedings and seek remedies as may be permittedindemnify any Buyer Indemnified Person with respect to any claim or matter to the extent that any Buyer Indemnified Person has failed to comply with its obligations under the Cooperation Agreement with respect to such claim or matter or has taken any action that prevents, hinders or delays PCC from managing or disposing of such claim or matter in the manner 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 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person Promptly after receipt by a party entitled to indemnification hereunder pursuant to this Section 5 (the each, an “Indemnified Party”) has of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such Indemnified Party will, if a Claim claim is to be made against any the party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof this section (the each, an “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party of the commencement thereof; but the omission to provide such Claimnotice will not relieve the Indemnifying Party from any liability hereunder, specifying the nature of such Claim and the amount or the estimated amount thereof except to the extent then feasible (which estimate shall not be conclusive that the delay in giving, or failing to give, such notice has a material adverse effect upon the ability of the final amount of Indemnifying Party to defend against the claim. In case such Claim) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Noticeaction is brought against an Indemnified Party, the Indemnifying Party gives written notice shall have the right to participate in and, at the Indemnifying Party’s option, to assume the defense thereof, singly or jointly with any other Indemnifying Party similarly notified, with counsel satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party acknowledging its obligation and the Indemnifying Party and the Indemnified Party shall have reasonably concluded based on advice of counsel that there may be legal defenses available to indemnify and stating any Indemnified Party that it intends are different from or additional to defend against such claim those available to the Indemnifying Party, or Losses at its own cost and expenseif there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the defense (including Indemnified Party shall have the right to settle or compromise such action) select counsel to participate in the defense of such matter, including selection action on behalf of counsel (subject to such Indemnified Party at the consent expense of the Indemnified Party, which consent shall not be unreasonably withheld or delayed) and ; provided that the sole power to direct and control such defense, Indemnifying Party shall be responsible for the expense of only one such special counsel selected jointly by the Indemnified Parties, if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party. In any such defense’s election to assume the defense of the action, the Indemnifying Party will consult with the not be liable to such Indemnified Party pursuant to this Section 5 for any legal or other expense subsequently incurred by such Indemnified Party in connection with the Indemnifying Party’s defensedefense thereof other than reasonable costs of investigation, as reasonably requested by unless (i) the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate have employed counsel in accordance with the Indemnifying Party in such defense. Notwithstanding anything herein to proviso of the contrarypreceding sentence, or (ii) the Indemnifying Party shall not settle any indemnifiable claim without the consent of have employed counsel reasonably satisfactory to the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9. iii. If the Indemnify Party does not notify represent the Indemnified Party within thirty a reasonable time after the notice of the commencement of the action, or (30iii) days after receiving such Claim Notice, the amount Indemnifying Party has authorized the employment of such Claim shall be conclusively deemed a liability counsel for the Indemnified Party at the expense of the Indemnifying Party hereunderParty. 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this AgreementWith respect to third-party claims, all claims for indemnification under this Section 9 by each of ADI or Artistic or their affiliates, as the case may be (“Claims”an "Indemnified Party") hereunder shall be asserted and resolved as follows: i. set forth in this Section 5.5. In the event that any Person entitled to indemnification hereunder writ- ten claim or demand for which ADI or Artistic, as the case may be (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “an "Indemnifying Party”"), the would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a "Third Party Claim"), such Indemnified Party shall promptly notify the Indemnifying Party of such Claim, specifying the nature of such Claim 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 Claimclaim or demand) (the “"Claim Notice”"). ii; provided that failure of such Indemnified Party to give prompt notice as provided herein shall not relieve the Indemnifying Party of any of its obligations hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such failure. If The Indemnifying Party shall have 20 days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (a) 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 (b) whether or not it desires to defend the Indemnified Party against such claim or demand. All reasonable costs and expenses incurred by the Indemnified Party 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 the Indemnifying Party notifies the Indemnified Party within thirty (30) days after receiving the Notice Period that it desires to defend the Indemnified Party against such Claim Noticeclaim or demand, the Indemnifying Party gives written notice shall have the right to defend the Indemnified Party acknowledging its obligation to indemnify and stating that it intends to defend against such claim or Losses at by appropriate proceedings, through counsel of its own cost and expensechoosing, the defense (including the right to settle or compromise such action) of such matter, including selection of counsel (subject to the consent reasonable approval of the such Indemnified Party, which consent and shall not be unreasonably withheld or delayed) and have the sole power to direct and control such defense. If the Indemnifying Party shall assume the defense of a claim or demand, it shall not settle or compromise such claim without the prior written consent of the Indemnified Party, unless such settlement or compromise includes as an unconditional term thereof the giving by the claimant of a release of the Indemnified Party from all liability with respect to such claim or demand. If the Indemnifying Party shall assume the defense of a claim or demand, the fees of any separate counsel retained by the Indemnified Party shall be borne by such Indemnified Party unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the Indemnified Party shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the Indemnifying Party. In any such defense, If the Indemnifying Party will consult with the Indemnified Party in connection with the Indemnifying Party’s defense, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within thirty (30) 20 days after receiving such Claim Notice, the amount of such Claim shall be conclusively deemed a liability receipt of the Indemnifying Party hereunder. iv. If the Indemnifying Party provides notice within thirty (30) days after receiving such Claim Notice that it disputes elects to undertake the defense thereof and acknowledges its responsibility for obligation to indemnify the ClaimIndemnified Party hereunder, the parties shall attempt in good faith for ten (10) business days to agree upon the rights of the respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled have the right to initiate proceedings and seek remedies as may be permittedcontest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims (a) Any Buyer Indemnitee or Seller Indemnitee making a claim for indemnification under pursuant to this Section 9 Article V (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder (the an “Indemnified Party”) has a Claim against any party obligated to provide must give the other Party from whom indemnification pursuant to Section 9.a. or 9.b. hereof is sought (the an “Indemnifying Party”), ) written notice of such claim (a “Claim Notice”) promptly after the Indemnified Party shall promptly receives any written notice of any Proceeding against or involving the Indemnified Party by a Governmental Authority or other third party, or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification (“Claim”); provided that the failure to notify or delay in notifying an Indemnifying Party will not relieve the Indemnifying Party of its obligations pursuant to this Article V, except to the extent (and only to the extent) that such Claim, specifying failure actually ▇▇▇▇▇ the nature Indemnifying Party. Such Claim Notice must contain a description of such the Claim and the nature and amount or the estimated amount thereof of such Loss (to the extent then feasible (which estimate that the nature and amount of such Loss is known or reasonably ascertainable at such time; provided that such amount or estimated amount shall not be conclusive of the final amount amount, if any, of such Claim) (). Notwithstanding the “Claim Notice”)foregoing, any claim for a breach of a representation or warranty or covenant must be delivered prior to the expiration of the applicable survival term set forth in Section 5.1. ii. If within thirty (30b) days after receiving such With respect to the defense of any Claim Notice, against or involving an Indemnified Party in which a Governmental Authority or other third party in question seeks recovery of a sum of money for which a Claim Notice is provided (i) the Indemnifying Party gives written notice shall have the right to participate in the defense of each Claim, (ii) the Indemnified Party acknowledging its shall fully cooperate with the Indemnifying Party and provide access to any and all applicable documents and other information and Persons reasonably requested by the Indemnifying Party; provided that the Indemnified Party shall have no obligation to indemnify disclose any documents or other information to the extent such disclosure in the Indemnified Party’s reasonable judgment may adversely affect the attorney-client privilege or work product protections related to such documents or other information and stating that it intends to defend against such claim or Losses (iii) at its option an Indemnifying Party may at its own cost expense assume the defense and expenseappoint as lead counsel of such defense any legal counsel selected by the Indemnifying Party. (c) If the Indemnifying Party assumes the defense of any Claim pursuant to Section 5.3(b)(iii), the Indemnified Party will be entitled to participate in the defense (including the right to settle or compromise such action) of such matter, including selection Claim and to employ counsel of its choice for such purpose at its own expense; provided that the Indemnifying Party will bear the reasonable fees and expenses of such separate counsel (subject incurred prior to the date upon which the Indemnifying Party assumes control of such defense; provided, further, that the Indemnifying Party will not be entitled to assume control of the defense of such claim, if: (i) the Indemnifying Party fails to elect in writing to assume the defense of the Claim pursuant to Section 5.3(b)(iii) within twenty (20) calendar days of receipt of the applicable Claim Notice, (ii) a conflict of interest exists or could reasonably be expected to arise which, under applicable principles of legal ethics, could reasonably be expected to 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 vigorously such claim; provided, further, that, in each case, the Indemnified Party shall be prohibited from compromising or settling any Claim, including, without limitation, any Claim relating to Taxes that could reasonably be expected to have an adverse effect on the Taxes relating to the Purchased Assets in Tax periods (or portions thereof) beginning after the Closing Date, without the prior written consent of the Indemnified Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (d) and In the sole power to direct and control such defense, shall be by the Indemnifying Party. In any such defense, event that the Indemnifying Party will consult with assumes the defense of such claim, the Indemnified Party in connection will cooperate with and make available to the Indemnifying Party’s defenseParty such assistance, personnel, witnesses and materials as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying request. Regardless of which Party in defends such defense. Notwithstanding anything herein to the contraryclaim, the Indemnifying other Party shall not settle any indemnifiable claim without have the right at its expense to participate in the defense assisted by counsel of its own choosing. (e) Without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), the Indemnifying Party shall not enter into any settlement of any Claim for which the Indemnifying Party has assumed the defense pursuant to Section 5.3(b)(iii) if (i) pursuant to or as a result of such settlement, such settlement would result in any liability on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder or (ii) the settlement involves anything other than monetary damages. For the avoidance of doubtIf a firm offer is made to settle such claim, “indemnifiable claim” as used in this subsection means that which offer the Indemnifying Party is required permitted to provide indemnification against such claim or Losses settle under the terms of this Section 9. iii5.3, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to the Indemnified Party to that effect. If the Indemnify Indemnified Party does not notify objects to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnified Party within thirty (30) days after receiving may continue to contest or defend such Claim Noticeclaim and, in such event, the amount of such Claim shall be conclusively deemed a maximum liability of the Indemnifying Party hereunder. iv. If as to such claim shall not exceed such amount of such settlement offer payable by the Indemnifying Party provides notice within thirty (30) days after receiving such Claim Notice that it disputes its responsibility for hereunder, plus other Losses paid or incurred by the Claim, the parties shall attempt in good faith for ten (10) business days to agree upon the rights of the respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled up to initiate proceedings and seek remedies as may be permittedthe point such notice had been delivered to the Indemnified Party.

Indemnification Procedures. Except as otherwise specifically addressed in this AgreementWith respect to third party claims, other than those relating to Taxes (which are the subject of Section 6.7(e)), all claims for indemnification under this Section 9 by the Shareholders' Indemnified Parties and the Republic Subsidiary's Indemnified Partners (“Claims”each, an "Indemnified Party" and, collectively, the "Indemnified Parties") hereunder shall be asserted and resolved as follows: i. set forth in this Section 8.4. In the event that any Person entitled claim or demand by any third party for which a party or parties to indemnification hereunder this Agreement (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “"Indemnifying Party”), ) may be liable to the Indemnified Party hereunder (a "Claim") is asserted against or sought to be collected from the Indemnified Party by such third party, such Indemnified Party shall as promptly as practicable notify the Indemnifying Party of such Claim, specifying the nature in writing of such 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 Claim) (the “"Claim Notice”"). ii. If within thirty (30) days after receiving The failure on the part of the Indemnified Party to give any such Claim NoticeNotice in a reasonably prompt manner shall not relieve the Indemnifying Party of any indemnification obligation hereunder unless, and only to the extent that, the Indemnifying Party gives written notice is materially prejudiced thereby. The Indemnifying Party shall have thirty days from delivery 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, in which case the Indemnified Party shall, at its sole cost and expense, have the right to defend the Indemnified Party by appropriate proceedings and by counsel reasonably acceptable to the Indemnified Party acknowledging its obligation to indemnify and stating that it intends to defend against such claim or 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 have the sole power to direct and control such defense, shall be by the Indemnifying Party. In ; provided that any Indemnified Party may participate 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 the Indemnified Partydefense at its sole cost and expense. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that not settle a Claim for which it is indemnified by the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within 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 unless the Indemnifying Party provides notice within thirty (30) days after receiving does not defend the Indemnified Party against such Claim Notice that it disputes its responsibility for Claim. Notwithstanding the Claimforegoing, the parties Indemnified Party shall attempt in good faith for ten (10) business days have the sole right to agree upon the rights of the respective parties 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 Claimreasonable actions 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 if such parties shall not agree, each Indemnified Party shall be entitled indemnification pursuant to initiate proceedings and seek remedies as may be permittedthis Agreement.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to claim for which a Party providing indemnification hereunder (the “"Indemnifying Party") would be liable to the other Party (the "Indemnified Party”") has a Claim is asserted against or sought to be collected by any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”)third person, the Indemnified Party shall promptly notify the Indemnifying Party of such Claimclaim, specifying the nature of such Claim claim and the amount or of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claimclaim) (the “"Indemnity Claim Notice”"). ii. If within The Indemnifying Party shall have thirty (30) days after receiving such from its receipt of the Indemnity Claim Notice, Notice (the Indemnifying "Indemnity Notice Period") to notify the Indemnified Party gives written notice (i) whether or not it disputes its liability to the Indemnified Party acknowledging hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its obligation sole cost and expense, to indemnify defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and stating 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 event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it intends does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or Losses prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so 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, If the Indemnifying Party will consult with elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with the Indemnifying Party’s such defense, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within thirty (30) days after receiving such Claim Notice, the amount of such Claim shall be conclusively deemed a to be the 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all (a) All claims for indemnification under this Section 9 (“Claims”) Agreement shall be asserted and resolved as follows:pursuant to this Section 2.3. i. In the event that any Person (b) Each party entitled to indemnification hereunder under this Agreement (the “"Indemnified Party”") has shall give notice (a "Claim against any Notice") to the party obligated required to provide such indemnification pursuant to Section 9.a. or 9.b. hereof (the “"Indemnifying Party”)") promptly after such Indemnified Party has notice of any Adverse Consequence which may give rise to a claim for indemnification against the other party under this Agreement, provided, however, that no delay on the part of the Indemnified Party shall promptly notify in notifying the Indemnifying Party of such Claim, specifying shall relieve the nature of such Claim Indemnifying Party from any obligation hereunder unless (and the amount or the estimated amount thereof then solely to the extent then feasible (which estimate extent) the Indemnifying Party thereby is prejudiced. The Indemnified Party shall not be conclusive required to commence litigation or take any action against any third party prior to delivery of the final amount of such Claim) (the “Claim Notice”). ii. If within thirty (30c) days after receiving such Claim Notice, 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 gives written notice notifies the Indemnified Party in writing (within 20 days after the Indemnified Party has given the Claim Notice) that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of the Adverse Consequence, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party acknowledging that the Indemnifying Party will have the financial resources to defend, and otherwise indemnify for, the Adverse Consequence and fulfill its obligation to indemnify indemnification obligations hereunder and stating that it intends to defend against such claim (iii) the Adverse Consequence involves only money damages and does not seek an injunction or Losses other equitable relief. (d) So long as the Indemnifying Party is conducting the defense of the Adverse Consequence in accordance with Section 2.3(c), (A) the Indemnified Party may retain separate co-counsel at its own sole cost and expense, expense and participate in the defense of the Adverse Consequence, (including B) the right to settle or compromise such action) of such matter, including selection of counsel (subject 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, 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 the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in consent to such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim judgment or enter into such settlement without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld so long as an unconditional term of any such judgment or delayed). For settlement includes the avoidance of doubt, “indemnifiable claim” as used in this subsection means that giving by the Indemnifying Party is required claimant or plaintiff to provide indemnification against such claim or Losses under the terms of this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within thirty (30) days after receiving such Claim Notice, the amount of such Claim shall be conclusively deemed a release from all 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 respective parties with respect to such ClaimAdverse Consequence. (e) In the event any of the conditions in Section 2.3(c) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and if such parties shall not agreeconsent to the entry of any judgment or enter into any settlement with respect to, each the Adverse Consequence in any manner it may reasonably deem appropriate (and the Indemnified Party shall be entitled need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Adverse Consequence (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequence the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Adverse Consequence to initiate proceedings and seek remedies as may be permittedthe fullest extent provided in this Agreement.

Indemnification Procedures. Except (a) A claim for indemnification 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 specifically addressed provided in this AgreementSection 6.01. (b) Promptly after any Purchaser Related Party (hereinafter, all claims for indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder (the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (the each a “Indemnifying PartyThird-Party Claim”), the Indemnified Party shall promptly give the indemnitor hereunder (the “Indemnifying Party”) written notice of such Third-Party Claim, but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such Claim, specifying the nature of such Third-Party 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 Claim) (the “Claim Notice”). iiknown. If within thirty (30) days after receiving such Claim Notice, the The Indemnifying Party gives written notice to shall have the Indemnified Party acknowledging its obligation to indemnify and stating that it intends right to defend against such claim or Losses and settle, at its own cost expense and expense, the defense (including the right by its own counsel who shall be reasonably acceptable to settle or compromise such action) of such matter, including selection of counsel (subject to the consent of the Indemnified Party, which consent any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party 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 unreasonably withheld 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 delayed) and control. Such cooperation of the sole power to direct and control such defense, Indemnified Party shall be by at the cost of the Indemnifying Party. In 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 will consult with 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 or (B) if the defendants in any such 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’s defense, as reasonably requested by then the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts have the right to make available all information select a separate counsel and assistance that to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defenseas incurred. Notwithstanding anything herein to the contraryany other provision of this Agreement, the Indemnifying Party shall not settle any indemnifiable indemnified claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld Party, unless the settlement thereof imposes no liability or delayed). For the avoidance of doubtobligation on, “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 this Section 9. iii. If the Indemnify Party and includes a complete release from liability of, and does not notify include any admission of wrongdoing or malfeasance by, the Indemnified Party within thirty (30) days after receiving such Claim Notice, the amount of such Claim shall be conclusively deemed a liability of the Indemnifying Party hereunderParty. 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for If a party hereto seeks indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder Article IX, such party (the “Indemnified Party”) has a Claim against any shall give written notice to the other party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”)) of the facts and circumstances giving rise to the claim. In connection with any suit, action or claim (a “Proceeding”) brought or asserted by any third party (a “Third Party Proceeding”) that may give rise to indemnity hereunder, the Indemnified Party shall promptly notify the Indemnifying Party of such Claimthe same in writing, specifying in detail the nature basis of such Claim claim and the amount or facts pertaining thereto; provided, that, the estimated amount thereof failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent then feasible (which estimate such failure shall not be conclusive of the final amount of such Claim) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, have materially prejudiced the Indemnifying Party’s its ability to defend such Third Party gives written notice to the Indemnified Party acknowledging Proceeding. The Indemnifying Party, if it acknowledges its obligation to indemnify the Indemnified Party and stating that it intends to defend against such claim or Losses at its own cost so elects, shall assume and expense, control the defense (including the right to settle or compromise such action) of such matter, including selection of counsel Third Party Proceeding (subject to the consent of the Indemnified Party, which consent and 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 with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses; unless the nature of the 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, (c) if adversely determined, would not entitle the Indemnified Party to full indemnity pursuant to Article IX or (d) joint representation of the Indemnified Party and the Indemnifying Party is precluded under the rules of professional conduct governing counsel in the applicable jurisdiction for a reason other than the Indemnified Party 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 to defend such Third Party Proceeding at the sole cost and expense of the Indemnifying Party’s defense. If the Indemnifying Party elects to defend against the Third Party Proceeding, as reasonably requested by 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 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. The If the Indemnifying Party timely assumes the defense of the Third Party Proceeding, it shall diligently pursue the defense of such Proceeding and keep the Indemnified Party reasonably apprised of the status thereof (provided, that the Indemnified Party shall use have the right to participate in, but not control, the defense of such Proceeding with counsel of its commercially reasonable efforts to make available all information own choosing, at its sole cost and assistance that expense). Neither the Indemnifying Party nor the Indemnified Party, as the case may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrarybe, the Indemnifying Party shall not may compromise or settle any indemnifiable claim Third 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 consent, if applicable, shall not be unreasonably withheld withheld, conditioned or delayed), unless the claim is solely for money damages to be paid in full by the settling, compromising party and requires no admission of wrongdoing on the part of the non-settling, non-compromising party. For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that the The Indemnifying Party is required to provide indemnification against such claim or Losses under the terms of this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permittedreasonably cooperate in the defense or prosecution of any Third Party Proceeding.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for Each party entitled to indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder 3 (the “Indemnified Party”) has a Claim against any ), shall give notice to the party obligated required to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”)) promptly after such Indemnified Party has actual knowledge of any 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 promptly notify not unreasonably be withheld), and the Indemnified Party may participate in such defense. Failure of the Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of such Claim, specifying the nature of such Claim and the amount or the estimated amount thereof its obligations under this Section 3 only to the extent then feasible (which estimate shall not be conclusive that the failure or delay in giving notice has a material adverse impact on the ability of the final amount of such Claim) (the “Claim Notice”). ii. If within thirty (30) 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. No Indemnifying Party, in the defense of any such claim or Losses at its own cost and expenselitigation, the defense (including the right to settle or compromise such action) of such mattershall, including selection of counsel (subject to except with the consent of the each Indemnified Party, which 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 not have been advised by counsel chosen by it that there may be unreasonably withheld one or delayed) and the sole power more legal defenses available to direct and control such defense, shall be by Indemnified Party that are different from or additional to those available to 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 the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle have the right to assume the defense of such action on behalf of such Indemnified Party and will reimburse such Indemnified Party and any indemnifiable claim without person controlling such Indemnified Party for the consent reasonable fees and expenses of any counsel retained by the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubtParty, “indemnifiable claim” as used in this subsection means it being understood that the Indemnifying Party is required to provide indemnification against 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 such claim Indemnified Party or Losses under the terms of this Section 9. iii. If the Indemnify Party does not notify controlling person, which firm shall be designated in writing by the Indemnified Party within thirty (30) days after receiving such Claim Notice, the amount of such Claim shall be conclusively deemed a liability of to the Indemnifying Party hereunderParty. 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed (a) In connection with any indemnification provided for in this AgreementArticle VI, all claims the party seeking indemnification (the "Indemnified Party") will give the party from which indemnification is sought (the "Indemnifying Party") prompt notice whenever it comes to the 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 Section 9 Article VI, and, when known, the facts constituting the basis for such claim (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.ain reasonable detail). or 9.b. hereof (the “Indemnifying Party”), Failure by the Indemnified Party shall promptly to so notify the Indemnifying Party will not relieve the Indemnifying Party of such Claim, specifying the nature of such Claim and the amount or the estimated amount thereof any liability under this Agreement except to the extent then feasible (which estimate shall not be conclusive of that such failure prejudices the final amount of such Claim) (the “Claim Notice”)Indemnifying Party in any material respect. ii. If within thirty (30b) days after receiving such Claim NoticeAfter receipt of a notice pursuant to Section 6.3(a), the Indemnifying Party gives will be entitled, if it so elects, to take control of the 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 acknowledging its of such election, which notice acknowledges the Indemnifying Party's obligation to indemnify and stating provide indemnification under this Agreement. The Indemnifying Party will not settle any third-party claim that it intends to defend against such claim or Losses at its own cost and expense, is the defense (including subject of indemnification without the right to settle or compromise such action) of such matter, including selection of counsel (subject to the 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 consent shall will not be unreasonably withheld withheld, delayed or delayed) and the sole power to direct and control such defenseconditioned; provided, shall be by the Indemnifying Party. In any such defensehowever, that, after reasonable notice, the Indemnifying Party will consult (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 connection 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 defense's name of appropriate cross claims and counterclaims). The Indemnified Party may, as at its own cost, participate in any investigation, trial, and defense of 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 that conflict with those available to, or that are not available to, the Indemnifying Party, the Indemnified Party will have the right, at the expense of the Indemnifying Party, to engage separate counsel reasonably requested acceptable to the Indemnifying Party and to participate in the 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 claim, the Indemnified Party 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 shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim lawsuit or action with respect to which the Indemnified Party is entitled to indemnification hereunder without the consent of the Indemnified 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 shall will not be unreasonably withheld withheld, delayed, or delayed). For conditioned. (d) At any time after the avoidance commencement of doubtdefense of any lawsuit or action, “indemnifiable claim” as used in this subsection means that the Indemnifying Party is required may request the Indemnified Party to provide indemnification against 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 request from the Indemnifying Party. Any request from the Indemnifying 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 Losses under compromise of the terms of this Section 9. iiiclaim. If the Indemnify Party does not notify the Indemnified Party within thirty (30) days after receiving such Claim Noticedetermines that the contest should be continued, the amount of such Claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. iv. If will be liable under this Agreement only to the 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 provides notice within thirty made its request therefor to the Indemnified Party, as specified in the Indemnifying Party's request, or (30ii) days after receiving such Claim Notice that it disputes its responsibility the amount for which the Claim, the parties shall attempt in good faith for ten (10) business days to agree upon the rights of the respective parties Indemnifying Party may be liable with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permittedclaim by reason of the provisions of this Agreement.

Indemnification Procedures. Except (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 specifically addressed than under the Ancillary Agreements. If the Indemnifying Party acknowledges in this Agreementwriting its obligations to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, all claims for indemnification under this Section 9 (“Claims”) then such Indemnifying Party shall be asserted entitled to assume and resolved as follows: i. 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 that the Indemnifying Party exercises the right to undertake any Person entitled to indemnification hereunder (the “Indemnified Party”) has a Claim such defense against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”)such Third Party Claim as provided above, the Indemnified Party shall promptly notify cooperate with the Indemnifying Party of in such Claim, specifying the nature of such Claim defense and the amount or the estimated amount thereof make available to the extent then feasible (which estimate shall not be conclusive 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 final amount of event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives written notice shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party acknowledging its obligation to indemnify all such witnesses, records, materials and stating that it intends to defend against such claim information in the Indemnifying Party's possession or Losses at its own cost and expenseunder the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party, the defense (including the right to settle or compromise such action) of such matter, including selection of counsel (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 (which consent shall not be unreasonably withheld or delayed) unless such settlement is solely for money 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 includes an unconditional release of each Indemnified Party in connection with the Indemnifying Party’s defensefrom any and all Losses arising out of such action, as reasonably requested by claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. The No such Third Party Claim may be settled by the Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that without the prior written consent of the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For Notwithstanding the avoidance of doubtforegoing, “indemnifiable claim” as used in this subsection means that the Indemnifying Party is required shall not be entitled to provide indemnification against such claim or Losses under assume the terms defense of this Section 9. iii. If any Third Party Claim and shall be liable for the Indemnify Party does not notify fees and expenses of counsel incurred by the Indemnified Party within thirty (30) days 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 receiving 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 Noticecan be so separated from that for money damages, 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permittedassume the defense of the portion relating to money damages.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement(a) If a claim, all claims for indemnification under this Section 9 action, suit or proceeding by a Person who is not a party hereto or an Affiliate thereof (a “ClaimsThird Party Claim”) shall be asserted and resolved as follows: i. In the event that is made against any Person entitled to indemnification hereunder pursuant to Section 10.2 hereof (the an “Indemnified Party”) has a Claim against ), and if such Indemnified Party intends to seek indemnity with respect thereto under this Article 10, or if any party obligated Indemnified Party otherwise determines that it wishes to provide seek indemnification pursuant to Section 9.a. 10.2 hereof, such Indemnified Party shall, in the case of a Member Indemnitee or 9.b. hereof Barceloneta Member Indemnitee, promptly notify Parent REIT and Parent OP and, in the case of a Parent Indemnitee, promptly notify the Representative (such notified party, the “Indemnifying Responsible Party”)) of such claims; provided, that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually prejudiced thereby. Such notice shall, to the extent reasonably practicable, identify the basis under which indemnification is sought pursuant to Section 10.2 and, if applicable, enclose true and correct copies of any written document furnished to the Indemnified Party shall promptly notify by the Indemnifying Person that instituted the Third Party of such Claim, specifying the nature of such 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 Claim) (the “Claim Notice”). ii. If within (b) Parent REIT or Parent OP shall have thirty (30) days after receiving notice from any Indemnified Party of any Third Party Claim which seeks solely cash damages (and does not include any request for specific performance, or injunctive or other equitable relief) (a “Parent Assumable Claim”) to assume the conduct and control, through counsel reasonably acceptable to the Representative at the expense of Parent REIT or Parent OP, of the settlement or defense of such Claim NoticeThird Party Claim, the Indemnifying Party gives written notice to and the Indemnified Party acknowledging shall cooperate with the Responsible Party in connection therewith. Parent REIT or Parent OP shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party (the fees and expenses of such counsel shall be borne by such Indemnified Party and shall not be indemnified hereunder as a Loss). So long as Parent REIT or Parent OP is reasonably contesting (or causing any of its obligation Subsidiaries to indemnify and stating that it intends to defend against reasonably contest) any such claim or Losses at its own cost and expenseThird Party Claim in good faith, the defense (including the right to Indemnified Party shall not pay or settle or compromise any such action) of such matter, including selection of counsel (subject to Third Party Claim without the consent of the Indemnified Party, Parent REIT or Parent OP (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 the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense). Notwithstanding anything herein to the contraryforegoing, the Indemnifying Party Parent REIT and Parent OP shall not settle any indemnifiable claim without not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For ) enter into any settlement that does not include as an unconditional term thereof the avoidance of doubt, “indemnifiable claim” as used in this subsection means that giving by the Indemnifying Person(s) asserting such Third Party is required Claim to provide indemnification against all Indemnified Parties an unconditional release from all liability with respect to such claim or Losses under the terms consent to entry of this Section 9. iiiany judgment. If the Indemnify Party Parent REIT does not notify elect to undertake the defense of such Third Party Claim, the Indemnified Party within shall have the right to contest the Third Party Claim without waiving its right to indemnity therefor pursuant to this Agreement; provided, that the Indemnified Party shall not settle any such Third Party Claim or consent to any judgment without the prior written consent of Parent REIT or Parent OP (which consent shall not be unreasonably withheld or delayed). (c) In the event that Parent REIT or Parent OP receives notice from any Indemnified Party of a Third Party Claim that is not a Parent Assumable Claim, Parent REIT or Parent OP shall have the right to participate in the settlement or defense thereof through counsel chosen by Parent REIT or Parent OP (the fees and expenses of such counsel shall be borne by Parent REIT or Parent OP and shall not be indemnified hereunder as a Loss) and the Indemnified Party shall not settle any such Third Party Claim or consent to any judgment without the consent of Parent REIT or Parent OP (not to be unreasonably withheld or delayed). (d) The Representative shall have thirty (30) days after receiving notice from any Indemnified Party of any Third Party Claim which seeks solely cash damages (and does not include any request for specific performance, or injunctive or other equitable relief) and the maximum liability in respect of such Third Party Claim Noticeand all other pending unresolved indemnity claims pursuant to Section 10.2(a) does not exceed the value of the Escrow Cash and Escrow Units then held in the Escrow Account (valued at the Parent Closing Price (a “Representative Assumable Claim”) to assume the conduct and control, through counsel reasonably acceptable to Parent REIT and Parent OP at the expense of the Representative (not to be paid out of or reimbursed from the Escrow Account) of the settlement or defense of such Third Party Claim, and the Indemnified Party shall cooperate with the Representative in connection therewith. The Representative shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party (the fees and expenses of such counsel shall be borne by such Indemnified Party and shall not be indemnified hereunder as a Loss). So long as the Representative is reasonably contesting (or causing any of its Subsidiaries to reasonably contest) any such Third Party Claim in good faith, the amount of Indemnified Party shall not pay or settle any such Third Party Claim shall be conclusively deemed a liability without the consent of the Indemnifying Party hereunder. ivRepresentative (not to be unreasonably withheld or delayed). If Notwithstanding the Indemnifying Party provides notice within thirty (30) days after receiving such Claim Notice that it disputes its responsibility for the Claimforegoing, the parties Representative shall attempt in good faith for ten (10not, except with the consent of Parent REIT and Parent OP enter into any settlement that does not include as an unconditional term thereof the giving by the Person(s) business days asserting such Third Party Claim to agree upon the rights of the respective parties all Indemnified Parties an unconditional release from all liability with respect to such claim or consent to entry of any judgment. If the Representative does not elect to undertake the defense of such Third Party Claim, the Parent Indemnitees shall have the right to contest the Third Party Claim without waiving their right to indemnity therefor pursuant to this Agreement. (e) In the event the Representative receives notice from any Indemnified Party of a Third Party Claim that is not a Representative Assumable Claim, the Representative shall have the right to participate in the settlement or defense thereof through counsel chosen by the Representative (the fees and if expenses of such parties counsel shall be borne by the Representative and shall not agreebe payable out of the Escrow Account) and Parent Indemnitee shall not settle any such Third Party Claim or consent to any judgment without the consent of the Representative (not to be unreasonably withheld or delayed). (f) Notwithstanding anything in this Agreement or the Escrow Agreement to the contrary, each Indemnified no Parent Indemnitee shall directly or indirectly settle, compromise or consent to any judgment of any Third Party shall Claim for which such Parent Indemnitee may be entitled to initiate proceedings seek indemnification hereunder, regardless of whether it is a Representative Assumable Claim or whether the Representative has received notice thereof or elected to exercise or waive its rights to assume the conduct and control of the settlement or defense thereof, without the prior written consent of the Representative (not to be unreasonably withheld or delayed), and in the event of any such settlement, compromise or consent to judgment without the prior written consent of the Representative, the Parent Indemnitees and their respective Affiliates shall have no further rights (and shall be deemed to have irrevocably waived any such rights) to indemnification hereunder, whether from the Escrow Account or otherwise. (g) Notwithstanding anything in this Agreement or the Escrow Agreement to the contrary, the Representative shall not directly or indirectly settle, compromise or consent to any judgment of any Third Party Claim for which the Member Indemnitee or the Barceloneta Member Indemnitee, as applicable, may be entitled to seek remedies indemnification hereunder, regardless of whether the Parent Indemnitees have received notice thereof or elected to exercise or waive their rights to assume the conduct and control of the settlement or defense thereof, without the prior written consent of the Parent REIT or Parent OP (not to be unreasonably withheld or delayed), and in the event of any such settlement, compromise or consent to judgment without the prior written consent of Parent REIT or Parent OP, the Member Indemnitees and the Barceloneta Member Indemnitees, as applicable, and their respective Affiliates shall have no further rights (and shall be deemed to have irrevocably waived any such rights) to indemnification hereunder. (h) The parties hereto shall reasonably cooperate in the defense or prosecution of any Third Party Claim in respect of which indemnity may be sought hereunder and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be permittedreasonably requested in connection therewith.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for indemnification under this Section 9 (“Claims”a) shall be asserted and resolved as follows: i. In the event that any Any Person entitled to claiming indemnification hereunder (is hereinafter referred to as the “Indemnified Party”) has a Claim ” and any Person against any party obligated whom claims are asserted hereunder is hereinafter referred to provide indemnification pursuant to Section 9.a. or 9.b. hereof (as the “Indemnifying Party”).” If any Losses are incurred by, the asserted against or sought to be collected from an Indemnified Party, said Indemnified Party shall promptly notify deliver to the Indemnifying Party a notice of such Claim, specifying the nature of such Claim and the amount or the estimated amount thereof to the extent then feasible a claim for indemnification hereunder (which estimate shall not be conclusive of the final amount of such Claim) (the a “Claim Notice”). ii. If within The Indemnifying Party shall have thirty (30) days after receiving from the delivery 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 Indemnified Party hereunder with respect to such Claim NoticeLosses and/or (ii) whether or not it desires, at the sole cost and expense of the Indemnifying Party, to defend (to the maximum extent possible under the circumstances) the Indemnified Party against such Losses; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such Losses, the Indemnifying Party gives written notice shall have the right to defend all appropriate proceedings, and with counsel of its own choosing, which proceedings shall be promptly settled or prosecuted by them to a final conclusion. If the Indemnified Party acknowledging its obligation desires to indemnify and stating that participate in any such defense or settlement it intends to defend against such claim or Losses may do so at its own sole 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 but the Indemnified Party, which consent Party shall not be unreasonably withheld have control over such defense or delayed) and the sole power to direct and control such defense, shall be settlement. If requested 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 the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts agrees to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party and its counsel (at the sole cost and expense of the Indemnifying Party) in such defense. Notwithstanding anything herein to the contrary, contesting any Losses that the Indemnifying Party shall elects to contest or, if appropriate and related to the claim in question, in making any counterclaim against the Person asserting the Losses, or any cross complaint against any Person. If the Indemnifying Party has not assumed the defense of a claim within the Notice Period, then the Indemnified Party may settle such claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party has assumed the defense of a claim within the Notice Period, then the Indemnifying Party may not settle any indemnifiable such claim without the prior written consent of the Indemnified Party (unless the Indemnifying Party is solely liable for any payments pursuant to such settlement and such settlement contains a full and unconditional release of the Indemnified Party and no terms otherwise affecting the Indemnified Party or the Gulf LNG Companies, in which case the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedrequired). For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that . (b) The Indemnified Party will provide the Indemnifying Party is required to provide with written notice of any claim for indemnification against such claim or Losses under this Agreement; provided, that the terms failure of this Section 9. iii. If the Indemnify Party does not notify the any Indemnified Party within thirty (30) days after receiving such Claim Notice, the amount of such Claim shall be conclusively deemed a liability of to so notify the Indemnifying Party hereunder. iv. If will not relieve the Indemnifying Party provides notice within thirty (30) days after receiving such Claim Notice that from any Liability which 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 respective parties with respect may have to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permittedunder this Agreement.

Indemnification Procedures. Except as otherwise specifically addressed in With respect to third-party claims and all other claims under this AgreementArticle XII, all claims for indemnification under this Section 9 (“Claims”) by any Indemnified Party hereunder shall be asserted and resolved as follows: i. set forth in this Section 12.4. In the event that any Person entitled to indemnification hereunder written claim or demand for which either Purchaser or Sellers, as the case may be (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the an “Indemnifying Party”), the would be liable to any indemnified party hereunder (“Indemnified Party”) is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly 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, specifying the nature of such Claim 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 Claimclaim or demand) (the “Claim Loss Notice”). ii; provided, however, that the Indemnified Party’s failure to provide such notice within 30 days shall not preclude the Indemnified Party from 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. If within thirty (30) days after receiving such Claim NoticeUnless the matter relating to the Loss Notice requires sooner action, the Indemnifying Party gives written notice shall 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 disputes the liability of the Indemnifying Party to the Indemnified Party acknowledging its obligation hereunder with respect to indemnify such claim or demand, and stating that (b) whether it intends to will defend the Indemnified Party against such claim or Losses at its own cost demand. All fees, costs and expenseexpenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the defense (including Indemnifying Party; provided, however, that the amount of such fees, costs and expenses that shall be a liability of the Indemnifying Party, when aggregated with all Indemnified Loss paid by the Indemnifying Party, shall not exceed the Cap. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it will defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to settle or compromise such action) of such matterdefend the Indemnified Party by appropriate proceedings, including selection of and with competent, experienced and qualified legal counsel (subject to the consent of approved by the Indemnified Party, which consent shall not be unreasonably withheld or delayed) and the sole power withheld. If any Indemnified Party desires to direct and control 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 the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis that would result in the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any affiliate thereof. If (i) the Indemnifying Party elects to settle any claim or demand, (ii) the terms of such proposed settlement are accepted by all interested third parties, (iii) the proposed settlement would neither result in any liability to or obligation of the Indemnified Party, or 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 (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 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. In any such defense, 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 Indemnified Party in connection with the Indemnifying Party’s defense, as reasonably requested by employees and counsel of the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available assist and cooperate in the defense of all information such claims or demands. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense and assistance that 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 may reasonably request and shall cooperate with the Indemnifying Indemnified Party in that would make such defense. Notwithstanding anything herein to separate representation necessary under the contraryapplicable canons of ethics; provided, however, that the Indemnifying Indemnified Party shall not settle or compromise any indemnifiable claim or demand without the consent of the Indemnified Party (which Indemnifying Party, such consent shall not to be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9withheld. iii. If the Indemnify Party does not notify the Indemnified Party within 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for indemnification under this Section 9 (“Claims”a) shall be asserted and resolved as follows: i. In the event that Promptly after receipt by any Person entitled to indemnification hereunder under Sections 2.2 or 2.3 (the an “Indemnified Party”) has a Claim of notice of the commencement of any action in respect of which indemnity may be sought against any party obligated to provide indemnification pursuant to Section 9.a. Person under Sections 2.2 or 9.b. hereof 2.3 (the an “Indemnifying Party”), the such Indemnified Party shall promptly notify all Indemnifying Parties in writing of the commencement thereof (provided, however, that failure to so notify an Indemnifying Party shall not relieve any Indemnifying Party from any liability it may have hereunder except to the extent that the Indemnifying Party of who did not receive such Claimnotice shall have been materially prejudiced by such failure) and, specifying the nature of such Claim and the amount or the estimated amount thereof subject to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Noticeprovisions hereinafter stated, the Indemnifying Party gives written notice shall be entitled to the Indemnified Party acknowledging its obligation to indemnify and stating that it intends to defend against such claim or Losses at its own cost and expense, assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such 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 settle or compromise employ separate counsel and assume its own legal defense in any such action) action and to participate in the defense thereof, but the fees and expenses of such matter, including selection of counsel (subject subsequent to the consent any assumption of the Indemnified Party, which consent defense by the Indemnifying Party shall not be unreasonably withheld or delayed) and at the sole power to direct and control expense of the Indemnifying Party unless the employment of such defense, shall be counsel has been specifically authorized in writing by the Indemnifying Party. In any such defense, the Indemnifying Party will consult with If the Indemnified Party in connection with reasonably determines that there may be a conflict between the positions of the Indemnifying Party’s defense, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information Parties and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party (which consent shall not conducting the defense of such action or that there may be unreasonably withheld or delayed). For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that the Indemnifying Party is required legal defenses available to provide indemnification against such claim or Losses under the terms of this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within thirty (30) days after receiving such Claim Notice, the amount of such Claim shall be conclusively deemed a liability of different from or in addition to those available to 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 Parties, then counsel for the Claim, the parties shall attempt in good faith for ten (10) business days to agree upon the rights of the respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the Indemnified Party, and seek remedies as may 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 permittedliable to indemnify any Indemnified Party for any settlement of any such action effected without the Indemnifying Party's written consent.

Indemnification Procedures. Except as otherwise specifically addressed Each person to be indemnified pursuant to this Article 4 (the "Indemnified Party") will, promptly after its receipt of written notice of the commencement of any action against such Indemnified Party in this Agreement, all claims for indemnification respect of which indemnity may be sought from an indemnifying person under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder Article 4 (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “"Indemnifying Party”), the Indemnified Party shall promptly ") notify the Indemnifying Party in writing of such Claimthe commencement thereof, specifying provided, however, that the nature failure of such Claim and any person to give notice as provided herein shall not relieve the amount or the estimated amount thereof Indemnifying Party of its obligations under this Agreement except to the extent then feasible (which estimate that such Indemnifying Party is actually materially and adversely prejudiced by such failure to give notice. If any such action shall not be conclusive brought against any Indemnified Party and it shall notify an Indemnifying Party of the final amount of such Claim) (the “Claim Notice”). ii. If within thirty (30) 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 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 defensecommencement thereof, the Indemnifying Party will consult 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 connection with the Indemnifying Party’s defense, as reasonably requested by defense thereof other than reasonable costs of investigation unless (a) the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information have employed counsel in an action in which the Indemnified Party and assistance that the Indemnifying Party may reasonably request are both defendants and shall cooperate with the Indemnifying Party in there is a conflict of interest between such defense. Notwithstanding anything herein to the contraryparties that would prevent counsel from adequately representing both parties, (b) the Indemnifying Party shall not settle any indemnifiable claim without have employed counsel satisfactory within the consent exercise of reasonable judgment of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9. iii. If the Indemnify Party does not notify represent the Indemnified Party within thirty a reasonable time after the notice of the commencement of the action, or (30c) days after receiving such Claim Notice, the amount Indemnifying Party has authorized the employment of such Claim shall be conclusively deemed a liability counsel for the Indemnified Party at the expense of the Indemnifying Party hereunder. ivParty. If The undertaking contained in this Section 4.3 shall be in addition to any liabilities which 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 may have pursuant to agree upon the rights of the respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permittedlaw.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all All claims for indemnification under this Section 9 Article V (“Claims”) shall be asserted and resolved as follows: i. (a) In the event that any Person entitled to indemnification hereunder (the “Indemnified Party”) has a Claim against any party Party obligated to provide indemnification pursuant to Section 9.a. 5.1 or 9.b. hereof 5.2 (the “Indemnifying Party”) which has been asserted against an Indemnified Party by a third party (a “Third Party Claim”), the following provisions shall apply: (i) The Indemnified Party shall promptly with reasonable promptness notify the Indemnifying Party of such Third Party Claim, specifying in reasonable detail (to the extent then known) the nature of such Third Party 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 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 of any 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 within thirty (30) days after receiving such any Indemnified Party asserts a Claim Noticeinvolving a Third Party Claim, the Indemnifying Party gives written notice shall, within fifteen (15) days from delivery of the Claim Notice (the “Notice Period”), notify the Indemnified Party (A) whether or not such Indemnifying Party disputes the liability to the Indemnified Party acknowledging its obligation hereunder with respect to indemnify such Third Party Claim and stating that it intends (B) if such Indemnifying Party does not dispute such liability, whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend against such claim 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 Losses at its own cost other pleading and expenseto 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 defense 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 ability to pay the amount claimed in such Third Party Claim and (including 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 a party thereto, then except as hereinafter provided, such Indemnifying Party shall have the right to settle or compromise defend against such action) of such matter, including selection of Third Party Claim by appropriate proceedings with legal counsel (subject reasonably acceptable 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, proceedings shall be promptly settled or diligently prosecuted by such Party to a final conclusion; provided that, unless the Indemnifying Party. In any such defenseIndemnified Party otherwise agrees in writing, the Indemnifying Party will consult with may not settle any matter (in whole or in part) unless such settlement (I) includes a complete and unconditional release of the Indemnified Party and its Affiliates in connection with respect of the Indemnifying Party’s defenseThird Party Claim, as reasonably requested (II) involves no admission of wrongdoing by the Indemnified Party or its Affiliates and (III) excludes any injunctive or non-monetary relief applicable to the Indemnified Party or its Affiliates. 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 in the Indemnified Party’s sole and absolute discretion. The Indemnified Party shall use its commercially reasonable efforts not agree to make available all information and assistance that any settlement of, or the Indemnifying entry of any judgment arising from, any such Third Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim Claim without the prior written consent of the Indemnified Party (Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed). For the avoidance of doubt, “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 this Section 9. iii. If (b) Notwithstanding anything to the Indemnify contrary herein, an Indemnified Party does not notify may make a claim hereunder even where the Indemnified Party within thirty (30) days after receiving such Claim Notice, 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 shall be conclusively deemed a liability of claim to the Indemnifying Party hereunderextent then feasible. iv. If (c) Notwithstanding anything to the Indemnifying contrary in this Agreement, if a third party asserts (other than by means of a lawsuit) that any Indemnified Party provides notice within thirty (30) days after receiving is liable to such Claim Notice third party for a monetary or other obligation which may constitute or result in Losses for which such Indemnified Party may be entitled to indemnification pursuant to this Article V, and such Indemnified Party reasonably determines that it disputes its responsibility for the Claimhas a valid business reason to fulfill such obligation, the parties shall attempt in good faith for ten then (10i) business days to agree upon the rights of the respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings satisfy such obligation, without prior notice to or consent from the Indemnifying Party, (ii) such Indemnified Party may subsequently make a claim for indemnification in accordance with the provisions of this Article V, and seek remedies as may (iii) the Indemnified Party shall be permittedreimbursed, 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 Indemnifying Party to dispute its indemnification obligation under this Article V).

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all All claims for indemnification under this Section 9 (“Claims”) Agreement shall be asserted and resolved as follows: i. In (a) A party claiming indemnification under this Agreement (an "INDEMNIFIED PARTY") shall with reasonable promptness (i) notify the event that any Person entitled to party from whom indemnification hereunder is sought (the “Indemnified Party”"INDEMNIFYING PARTY") has a Claim of any third-party claim or claims asserted against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”), the Indemnified Party shall promptly notify ("THIRD PARTY CLAIM") for which indemnification is sought and (ii) transmit to the Indemnifying Party a copy of all papers served with respect to such Claim, specifying claim (if any) and a written notice ("CLAIM NOTICE") containing a description in reasonable detail of the nature of such Claim and the Third Party Claim, an estimate of the amount or of damages attributable to the estimated amount thereof Third Party Claim to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claimclaim) and the basis of the Indemnified Party's request for indemnification under this Agreement. Within 15 days after receipt of any Claim Notice (the “Claim Notice”"ELECTION PERIOD"). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives written notice shall notify the Indemnified Party (i) whether the Indemnifying Party disputes its potential liability to the Indemnified Party acknowledging its obligation with respect to indemnify such Third Party Claim and stating that it intends (ii) whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such claim or Losses Third Party Claim. If the Indemnifying Party notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its own sole cost and expense, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the defense (including Indemnifying Party to a final conclusion or settled at the right to settle or compromise such action) discretion of the Indemnifying Party in accordance with this SECTION 11.3(a). The Indemnifying Party shall have full control of such matterdefense and proceedings. The Indemnified Party is hereby authorized, including selection of counsel (subject to at the consent sole cost and expense of the Indemnified Indemnifying Party, which consent to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall not be unreasonably withheld reasonably deem necessary or delayed) and the sole power appropriate to direct and control such defense, shall be protect its interests. If requested by the Indemnifying Party. In any such defense, the Indemnified Party agrees to cooperate with the Indemnifying Party will consult with 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 in connection may participate in, but not control, any defense or settlement of any Third Party claim controlled by the Indemnifying Party pursuant to this SECTION 11.3 and shall bear its own costs and expenses with respect to such participation. 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 the preceding paragraph, or if the Indemnifying Party elects to defend the Indemnified Party but fails to prosecute or settle the Third Party Claim as herein provided, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party’s defense, as reasonably requested the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified PartyParty to a final conclusion or settled. The Indemnified Party shall use its commercially reasonable efforts have full control of such defense and proceedings. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to make available all information this SECTION 11.3, and assistance that the Indemnifying Party may reasonably request shall bear its own costs and shall cooperate expenses with the Indemnifying Party in respect to such defenseparticipation. Notwithstanding anything herein to the contrary, the The Indemnifying Party shall not settle or compromise any indemnifiable claim without Third Party Claim unless (i) the consent 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 to admit any wrongdoing or take or refrain from taking any action), (ii) the full amount of such monetary compromise or settlement will be paid by the Indemnifying Party, and (iii) the Indemnified Party receives as part of such settlement a legal, binding and enforceable unconditional satisfaction and/or release, in form and substance reasonably satisfactory to it, providing that such Third Party Claim and any claimed lability of the Indemnified Party (which consent shall not be unreasonably withheld with respect thereto is being fully satisfied by reason of such compromise or delayed). For the avoidance of doubt, “indemnifiable claim” as used in this subsection means settlement and that the Indemnifying Party is required to provide indemnification against such claim or Losses under the terms of this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within thirty (30) days after receiving such is being released from any and all obligations or liabilities it may have with respect thereto. The Indemnified Party shall not settle or admit liability to any Third Party Claim Notice, without the amount of such Claim shall be conclusively deemed a liability prior written consent of the Indemnifying Party hereunder. iv. If unless (x) the Indemnifying Party provides notice within thirty 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 (30y) days after receiving such the Indemnifying Party has failed to respond to the Indemnified Party's Claim Notice Notice. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that it disputes its responsibility for the does not involve a Third Party Claim, the parties shall attempt in good faith for ten (10) business days to agree upon the rights of the respective parties with respect to such Claim, and if such parties shall not agree, each 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 entitled to initiate proceedings conclusive of the final amount of such claim) and seek remedies as may be permittedthe basis of the Indemnified Party's request for indemnification under this Agreement.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for indemnification under this Section 9 (“Claims”a) shall be asserted and resolved as follows: i. In the event that any Person entitled Action is threatened or commenced by a Third Party involving a claim for which a party may be required to indemnification hereunder provide indemnity (the an “Indemnifying Party”) to any other party (an “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof hereunder (the an “Indemnifying PartyAsserted Liability”), the Indemnified Party promptly shall promptly notify the Indemnifying Party of such ClaimAsserted 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 extent such written evidence is not reasonably available at such time, specifying the nature of Indemnified Party shall so indicate, and shall promptly provide such Claim evidence when it becomes available); and (iii) sets forth, to the amount or extent possible, the estimated amount thereof to of Losses for which the extent then feasible (which estimate shall not Indemnified Party may be conclusive of the final amount of such Claim) liable (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, ; provided that no delay or failure on 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 Losses at its own cost and expense, the defense (including the right to settle or compromise such action) part 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 giving any Claim Notice 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. The Indemnifying Party shall have forty-five (45) days from its receipt of a Claim Notice (the “Notice Period”) to notify the Indemnified Party whether the Indemnifying Party desires, at the Indemnifying Party’s defensesole cost and expense and by counsel of its own choosing, as reasonably requested by to assume and control the Indemnified Partydefense of an Asserted Liability. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that If the Indemnifying Party may reasonably request undertakes to assume and shall cooperate with control the Indemnifying Party in such defense. Notwithstanding anything herein to the contrarydefense of an Asserted Liability, (i) the Indemnifying Party shall not settle any indemnifiable claim defend against such Asserted Liability and (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) does not contain a full release of the Indemnified Party from the subject matter of the settlement, (B) requires an express admission of wrongdoing by the Indemnified Party or (C) provides for injunctive or other non-monetary relief affecting the Indemnified Party; provided that the Indemnifying Party shall not be entitled to assume the defense of 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 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 shall be at the expense of the Indemnifying Party) and participate in the defense of such Asserted Liability and the Indemnified Party shall not consent to any settlement of such Asserted Liability without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). For If the avoidance Indemnifying Party undertakes to assume and control the defense of doubtan Asserted Liability, “indemnifiable claim” the Indemnified Party 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 used 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 shall 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, then the Indemnified Party irrevocably and unconditionally waives any right to indemnification by the Indemnifying Party with respect to the Asserted Liability; provided, further that the Indemnified Party unconditionally releases the Indemnifying Party from any and all liabilities as part of any such settlement. (b) If the Indemnifying Party (i) does not undertake within the Notice Period to assume and control the defense of an Asserted Liability or (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 Asserted Liability at the Indemnifying Party’s expense. In the case of clause (i) of the preceding sentence, the Indemnifying Party shall have the right to participate in any such defense at its sole cost and expense; provided, however, that the Indemnified Party shall not consent to any settlement of an Asserted Liability without the prior written consent of the 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 this subsection means 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 required to provide indemnification against materially prejudiced by such claim delay or Losses under the terms of this Section 9failure. iii. If the Indemnify Party does not notify the Indemnified Party within 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for indemnification under this Section 9 (“Claims”a) shall be asserted and resolved as follows: i. In the event that any Person party entitled to indemnification hereunder (the an “Indemnified Party”) has should have a Claim claim against any party obligated required to provide indemnification pursuant to Section 9.a. or 9.b. hereof hereunder (the an “Indemnifying Party”)) under this ARTICLE 9, the Indemnified Party shall deliver notice of such claim (with reasonable specificity, to the extent the applicable facts are known to the Indemnified Party at such time) to the Indemnifying Party promptly notify following the Indemnified Party becoming aware of the same; provided, that no delay on the part of the Indemnified Party in giving any such notice shall relieve the Indemnifying Party of such Claim, specifying the nature of such Claim and the amount or the estimated amount thereof any indemnification obligation hereunder except to the extent then feasible that the Indemnifying Party is materially prejudiced by such delay. Any payment to any Indemnified Party pursuant to this ARTICLE 9 shall be made with Interest on the applicable amount of Losses from the date of the related claim for indemnification up to, but not including, the date of payment. (which estimate b) Notwithstanding the foregoing, with respect to any third-party claim subject to indemnification hereunder (an “Asserted Liability”) the Indemnifying Party shall not be conclusive entitled to assume or maintain control of the final amount defense of such Claimany Asserted Liability, shall not be entitled to settle or compromise any Asserted Liability, and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Asserted Liability relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation or (ii) the “Claim Notice”). iiAsserted Liability seeks injunctive or equitable relief against the Indemnified Party. If within thirty (30) days after receiving such Claim NoticeExcept as otherwise provided in the preceding sentence, the Indemnifying Party gives written notice shall be entitled to the Indemnified Party acknowledging its obligation to indemnify and stating that it intends to defend against such claim assume or Losses at its own cost and expense, maintain control of the defense (including of any Asserted Liability and shall not be liable hereunder for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The Indemnifying Party shall not, without the right to settle or compromise such action) of such matter, including selection of counsel (subject to the prior written consent of the Indemnified Party, consent to any settlement in respect of an Asserted Liability which consent (A) does not contain an unconditional release of the Indemnified Party from the subject matter of the settlement or that contains an admission of liability or wrongdoing or (B) imposes any sanctions, restrictions or obligations on the Indemnified Party other than the payment of money damages. The Indemnified Party shall have the right (but not be unreasonably withheld or delayedthe duty) to participate in the defense against any Asserted Liability at its own expense; provided, that, if the Indemnifying Party and the sole power Indemnified Party are both named parties to direct and control such defensethe proceedings and, in the reasonable opinion of counsel to the Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the applicable Indemnified Parties shall be entitled to participate in any such defense with one separate counsel at the reasonable expense of the Indemnifying Party. Notwithstanding the foregoing, in any event, the Indemnified Party shall have the right to control, pay or settle any Asserted Liability 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. In any such defense, If the Indemnifying Party will consult with undertakes to defend against such Asserted Liability, the Indemnified Party in connection with the Indemnifying Party’s defense, as shall reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to ensure the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent proper and adequate defense and settlement of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 demand. (c) Notwithstanding any other provision of this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within thirty (30) days after receiving such Claim NoticeAgreement, the amount in no event shall any party be liable for punitive damages or any special or indirect damages of such Claim shall be conclusively deemed a liability any kind or nature, regardless of the Indemnifying Party hereunderform of action through which such damages are sought. 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for indemnification under this Section 9 (“Claims”a) shall be asserted and resolved as follows: i. In the event that any Person entitled Claim for which an indemnifying party (an “Indemnifying Party”) may have liability to indemnification hereunder any indemnified party (the an “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. Sections 7.2 or 9.b. hereof 7.3 (the an “Indemnifying PartyIndemnification Claim”) is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), the such Indemnified Party shall promptly notify the Indemnifying Party in writing of such Claim, specifying the nature of such Third-Party Claim and the amount or the estimated amount thereof to the extent then feasible of Damages sought thereunder (which estimate shall not be conclusive of the final amount of such Third-Party Claim) (the a “Claim Notice”). ii. If within thirty (30) days after receiving ; provided, however, that the failure to provide such Claim Notice, notice shall not affect the Indemnifying rights of an Indemnified Party gives written notice hereunder except to the Indemnified Party acknowledging its obligation to indemnify and stating that it intends to defend against such claim or 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 the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance extent that the Indemnifying Party may reasonably request is materially and irrevocably prejudiced by such failure and unless the Indemnified Party fails to give notice in accordance with this Section 7.5 prior to the expiry of the applicable Survival Period. The Indemnifying Party shall cooperate with have 30 days after receipt of the Claim Notice to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third-Party Claim. (b) In the event that the Indemnifying Party in notifies the Indemnified Party within such defense. Notwithstanding anything herein 30-day period that it desires to defend the contraryIndemnified Party against a Third-Party Claim, (i) the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate Legal Proceedings (provided that counsel shall be reasonably acceptable to the Indemnified Party), (ii) subject to the immediately succeeding sentence and Section 7.5(c)(ii), the Indemnified Party shall have the right to participate in the defense of such Claim at its own expense and shall not settle any indemnifiable claim or compromise the Third-Party Claim, and (iii) the Indemnifying Party shall have the power and authority to settle or consent to the entry of judgment in respect of the Third-Party Claim without the consent of the Indemnified Party (which consent if the judgment or settlement results only in the payment by the Indemnifying Party of the full amount of money damages without any admission of wrongdoing of any nature whatsoever to or by such Indemnified Party and includes an unconditional release of the Indemnified Party from any and all liability thereunder, and, in all other events, the Indemnifying Party shall not consent to the entry of judgment or enter into any settlement in respect of a Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld withheld, delayed or delayedconditioned). For If the avoidance Indemnified Party shall participate in any such defense, it shall participate at its sole cost and expense, unless (A) the Indemnifying Party and the Indemnified Party are both named parties to the Legal Proceedings and the Indemnified Party shall have reasonably concluded that representation of doubtboth parties by the same counsel would be inappropriate, “indemnifiable claim” due to actual or potential differing interests between them, or (B) the Indemnified Party assumes the defense of a Third-Party Claim after the Indemnifying Party has failed to diligently defend a Third-Party Claim it has assumed, as used provided in Section 7.5(c), in either of which events the Indemnifying Party shall bear the cost and expense of such participation to the extent it is required to indemnify the Indemnified Party therefor under this subsection means Article 7. (c) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, or (ii) after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to defend diligently such Third-Party Claim within 10 days after receiving written notice from the Indemnified Party stating that the Indemnifying Party is required to provide indemnification against such claim or Losses under the terms of this Section 9. iii. If the Indemnify Party does not notify has so failed, the Indemnified Party within thirty (30) days after receiving such shall have the right, but not the obligation, to provide its own defense and to settle or compromise the Third-Party Claim Notice, with the amount of such Claim shall be conclusively deemed a liability consent of the Indemnifying Party hereunder(not to be unreasonably withheld, delayed or conditioned). iv. If (d) The Indemnified Party and the Indemnifying Party provides notice within thirty shall cooperate in order to ensure the proper and adequate defense of a Third-Party Claim, including by providing access to each other’s relevant business records and other documents, and employees (30including, if necessary, availability for depositions and testifying), provided that no such cooperation shall be required to the extent such cooperation, on the reasonable advice of counsel, will reasonably be likely to result in the loss of the attorney-client privilege. (e) days after receiving In the event any Indemnified Party desires to assert a claim for indemnification under this Article 7 with respect to any matter not involving a Third-Party Claim, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such Claim Notice (and make any other notifications required under the Escrow Agreement); provided, however, that it disputes its responsibility for the Claim, the parties failure to provide such a notice shall attempt in good faith for ten (10) business days to agree upon not affect the rights of the respective parties with respect to such Claim, and if such parties shall not agree, each an Indemnified Party shall be entitled hereunder except to initiate proceedings the extent that the Indemnifying Party was materially and seek remedies as may be permittedirrevocably prejudiced by such failure and unless the Indemnified Party fails to give notice in accordance with this Section 7.5 prior to the expiry of the applicable Survival Period.

Indemnification Procedures. Except (a) The indemnification procedures set forth in Section 6.07(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 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; 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 specifically addressed than under the Ancillary Agreements. If the Indemnifying Party acknowledges in this Agreementwriting its obligations to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, all claims for indemnification under this Section 9 (“Claims”) then such Indemnifying Party shall be asserted entitled to assume and resolved as follows: i. 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 that the Indemnifying Party exercises the right to undertake any Person entitled to indemnification hereunder (the “Indemnified Party”) has a Claim such defense against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”)such Third Party Claim as provided above, the Indemnified Party shall promptly notify cooperate with the Indemnifying Party of in such Claim, specifying the nature of such Claim defense and the amount or the estimated amount thereof make available to the extent then feasible (which estimate shall not be conclusive of Indemnifying Party, at the final amount of Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives written notice shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party acknowledging its obligation to indemnify all such witnesses, records, materials and stating that it intends to defend against such claim information in the Indemnifying Party's possession or Losses at its own cost and expenseunder the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party, the defense (including the right to settle or compromise such action) of such matter, including selection of counsel (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 (which consent shall not be unreasonably withheld or delayed) unless such settlement is solely for money 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 includes an unconditional release of each Indemnified Party in connection with the Indemnifying Party’s defensefrom any and all Losses arising out of such action, as reasonably requested by claim, suit or proceeding and would not otherwise adversely affect the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that Notwithstanding the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contraryforegoing, the Indemnifying Party shall not settle be entitled to assume the defense of any indemnifiable claim without Third Party Claim and shall be liable for the consent fees and expenses of counsel incurred by the Indemnified Party (which consent shall not be unreasonably withheld in defending such Third Party Claim if the Third Party Claim seeks an order, injunction or delayed). For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that the Indemnifying Party is required to provide indemnification other equitable relief or relief for other than money damages against such claim or Losses under the terms of this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within thirty (30) days which the Indemnified Party reasonably determines, after receiving 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 Noticecan be so separated from that for money damages, 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permittedassume the defense of the portion relating to money damages.

Indemnification Procedures. Except as otherwise specifically addressed (a) Any indemnified party seeking indemnification must give the indemnifying party prompt notice of the claim for Damages (i) stating in this Agreement, all claims for reasonable detail the basis on which indemnification under this Section 9 (“Claims”) shall be is being asserted and resolved as follows:the aggregate amount of the Damages or an estimate thereof, in each case to the extent known or determinable at such time, (ii) specifying in reasonable detail the basis for such Damages included in the amount so stated, and the nature of the misrepresentation, breach or claim to which such item is related (to the extent known or determinable at such time), (iii) specifying the provision or provisions of this Agreement under which such Damages are asserted, and (iv) including copies of all relevant notices and documents (including court papers) served on or received by the indemnified party; provided, however, that no delay on the part of the indemnified party in notifying any indemnifying party shall relieve the indemnifying party from any liability or obligation hereunder unless (and then solely to the extent that) the indemnifying party thereby is materially prejudiced by such failure to give timely notice. i. In the event that any (b) If a Person is entitled to indemnification hereunder (the an “Indemnified Party”) has because of a Claim against claim asserted by any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof claimant (the other than an indemnified person hereunder) (“Indemnifying PartyThird Person”), the Indemnified Party shall promptly notify give the indemnifying party (the “Indemnifying Party Party”) reasonably prompt notice thereof after such assertion is actually known to the Indemnified Party; provided, however, that the right of a Person to be indemnified hereunder in respect of claims made by a Third Person shall not be adversely affected by a failure to give such Claimnotice unless, specifying the nature of such Claim and the amount or the estimated amount thereof then only to the extent then feasible that, an Indemnifying Party is actually irrevocably and materially prejudiced thereby. The Indemnifying Party shall have the right for a period of twenty (which estimate shall not be conclusive of the final amount of such Claim) (the “Claim Notice”). ii. If within thirty (3020) days after receiving such Claim Notice, the Indemnifying from receipt of an indemnification claim from an Indemnified Party gives to provide written notice to the Indemnified Party acknowledging that it is assuming responsibility for such claim (in accordance with and subject to the terms and limitations of this Agreement), and using counsel reasonably satisfactory to the Indemnified Party, agrees to investigate, contest or settle the claim alleged by such Third Person (a “Third Person Claim”). Assuming the Indemnifying Party provides timely written notice of its assumption of responsibility (in accordance with and subject to the terms and limitations of this Agreement) for any Third Person Claim, the Indemnified Party may thereafter participate in (but not control) the defense of any such Third Person Claim with its own counsel at its own expense, unless (i) separate representation is necessary to avoid a conflict of interest, or (ii) such Third Person Claim involves criminal allegations or seeks material non-monetary relief, in which case the Indemnified Party (and not the Indemnifying Party) shall have the right, using counsel reasonably satisfactory to the Indemnifying Party, to investigate, contest or settle the claim alleged by such Third Person, and such representation shall be at the expense of the Indemnifying Party. Unless and until the Indemnifying Party so acknowledges its obligation to indemnify (in accordance with and subject to the terms and limitations of this Agreement), the Indemnified Party shall have the right, at its option, to assume and control defense of the matter and to look to the Indemnifying Party for the full amount of the reasonable costs of defense. The failure of the Indemnifying Party to respond in writing to the aforesaid notice of the Indemnified Party with respect to such Third Person Claim within 20 days after receipt thereof shall be deemed an irrevocable election not to defend the same. If the Indemnifying Party does not so acknowledge its obligation to indemnify and stating that it intends to assume the defense of any such Third Person Claim, the Indemnified Party may defend against such claim or Losses at using counsel of its own cost choice, in such manner as it may reasonably deem appropriate, including, but not limited to, settling such claim on such terms as the Indemnified Party may reasonably deem appropriate. Notwithstanding anything to the contrary set forth herein, (i) the Parties shall make available to each other all relevant books, records and expense, information in their possession relating to any such Third Person Claim and shall cooperate in the defense thereof; (including ii) no Buyer Indemnified Party shall have the right to settle control any Third Person Claim with respect to Taxes if such Third Person Claim involves or compromise such actionincludes Tax Returns or Taxes of Seller or any of its Affiliates (other than the Acquired Companies); and (iii) 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, extent the Indemnifying Party will consult with discovers during the Indemnified Party in connection with the Indemnifying Party’s defense, as reasonably requested by the Indemnified Party. The Indemnified Party shall use course of its commercially reasonable efforts to make available all information and assistance defense of a Third Person Claim that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in facts of such defense. Notwithstanding anything herein Third Person Claim are not subject to the contraryindemnification pursuant to this Article XI, the Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that the Indemnifying Party is required obligated to provide indemnification against such claim or Losses under the terms of this Section 9. iii. If the Indemnify Party does not notify to the Indemnified Party within thirty (30) days after receiving such Claim Notice, the amount of such Claim shall be conclusively deemed a liability of the Indemnifying Party hereunderParty. 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed (a) PES Inc. (for purposes of the indemnification provisions set forth in this AgreementArticle III, all claims for indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder (the “Indemnified Party”) has shall give Carlyle PES and the Carlyle Entities, as applicable (for purposes of the indemnification provisions set forth in this Article III, a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”), prompt written notice of any matter which it has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement, containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release 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 under Section 3.4 for which the Indemnified Party may seek indemnification under this Agreement, then the Indemnified Party shall 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 of such Claim, thereof in writing and specifying the nature of facts constituting the basis for such Claim claim and the amount or the estimated amount thereof amount, to the extent then feasible (which estimate known, of the claim asserted; provided, however, that the failure to provide such notice shall not be conclusive of release the final amount of Indemnifying Party from its obligations under Section 3.4 except to the extent the Indemnifying Party is actually prejudiced by such Claim) (the “Claim Notice”)failure. ii. If (c) The Indemnified Party may defend against any third-party claim in any manner it may reasonably deem appropriate and in connection therewith, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party; provided, 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 receiving the Indemnified Party has given notice of such Claim Notice, claim that the Indemnifying Party gives written notice will indemnify the Indemnified Party from and 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 acknowledging its obligation would reasonably be expected to indemnify and stating that it intends to defend against such claim or 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 have material adverse effects on the Indemnified Party, which consent shall not be unreasonably withheld or delayed; and (iii) 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 conducts the Indemnified Party in connection with the Indemnifying Party’s defense, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in defense of such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party diligently. (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that d) If the Indemnifying Party is required entitled pursuant to provide indemnification against such claim or Losses under the terms of this Section 9. iii. If 3.5 and elects to assume the Indemnify Party does not notify defense of any such third-party claim, (i) it shall keep the Indemnified Party within thirty (30) days after receiving such Claim Notice, Parties advised of the amount status of such Claim third-party claim and the defense thereof on a reasonably current basis and 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 consider in good faith for ten (10) business days to agree upon the rights of recommendations made by the respective parties Indemnified Parties with respect to such Claim, thereto and if such parties shall not agree, each (ii) the Indemnified Party shall be entitled to initiate proceedings participate in the defense of any such third-party claim and seek remedies as may to employ separate counsel of its choice for such purpose at its sole cost and expense, it being understood, however, that the Indemnifying Party shall continue to control such defense; provided, however, that notwithstanding the 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 (x) the Indemnified Party’s outside counsel shall have reasonably concluded and advised in writing (with a copy to the Indemnifying Party) that there are defenses available to the Indemnified Party that are different from those available to the Indemnifying Party that are reasonably likely to be permittedasserted, or (y) the Indemnified Party’s outside counsel shall have advised in writing (with a copy to the Indemnifying Party) the Indemnified Party that there is 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 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 or imposes any unreasonable continuing obligation on or requires any payment from the Indemnified Party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld.

Indemnification Procedures. Except as otherwise specifically addressed (a) Each party and any other indemnified persons shall be entitled to the indemnity described in this AgreementArticle 4, all claims for provided that, in the case of third party claims, the following conditions are met (the party obliged to provide indemnification under this Section 9 (is referred to as the “Claims”) shall be asserted Indemnifying Party,” and resolved as follows: i. In the event that any Person party entitled to indemnification hereunder (be indemnified is referred to as the “Indemnified Party”): (1) has a Claim against Promptly upon learning of any party obligated to provide claim for which indemnification pursuant to Section 9.a. or 9.b. hereof (is sought from the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party of such Claim, specifying the nature of such Claim claim and the amount or the estimated amount thereof shall furnish to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives written notice all information known and reasonably available to the Indemnified Party acknowledging related to such claim; provided that any failure to comply with the provisions of this clause (1) shall not relieve the Indemnifying Party of its obligation indemnification obligations except to indemnify and stating that it intends to defend against the extent such claim or Losses at its own cost and expensefailure shall have adversely prejudiced the Indemnifying Party. (2) In the event of the commencement of litigation on the basis of such claim, the Indemnified Party shall tender the defense (including the right to settle or compromise such action) of such matterlitigation to the Indemnifying Party, including selection and the Indemnifying Party shall promptly assume and thereafter diligently prosecute the defense of such claim, and the Indemnifying Party shall bear all Damages in connection therewith, using counsel selected by the Indemnifying Party (which shall be subject to the consent of the Indemnified Party’s approval, which consent shall not be unreasonably withheld or delayed) and the sole power to direct and control such defensewithheld, 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 the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld conditioned or delayed). For the avoidance of doubt, “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 this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within 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 respective parties with respect to such Claim, and if such parties shall not agree, each The Indemnified Party shall be entitled to initiate proceedings engage separate counsel and seek remedies as participate in such defense; provided that the fees and expenses and such separate counsel shall be paid by the Indemnified Party unless the interests of the Indemnified Party and the Indemnifying Party are in conflict so that they cannot be adequately represented by the same counsel, 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 settle any such claim without the prior written consent of the other party, which consent may be permittedwithheld in the other party’s sole discretion if such settlement 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 the Company are required to bear damages, claims, costs and expenses with respect to a particular claim, 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 responsibility for such claims. (b) Except as otherwise specifically set forth herein, the terms of this Article 4 shall provide the exclusive remedy for monetary damages of Limited Indemnified Persons and Company Indemnified Persons with respect to Damages associated with the matters set forth in this Agreement.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all The following procedures shall govern claims for indemnification under this Section 9 Article VIII: (a) All claims for indemnification under this Article VIII (each, an “ClaimsIndemnification Claim”) shall be asserted and resolved as follows:in accordance with this Section 8.5, except that Section 6.3 shall control with respect to Tax Claims. i. In the event that any (b) If a Buyer Indemnified Person entitled to indemnification hereunder or Seller Indemnified Person (the an “Indemnified Party”) has determines to seek indemnification under this Article VIII with respect to Indemnifiable Claims resulting from the assertion of liability by third parties (a Claim against any party obligated “Third Party Claim”), it shall give notice to provide indemnification pursuant to Section 9.a. or 9.b. hereof the indemnifying Party hereunder (the “Indemnifying Party”), the ) within forty-five (45) days of such Indemnified Party becoming aware of any such Indemnifiable Claim, which notice shall promptly notify set forth such material information with respect to such Indemnifiable Claim as is then reasonably available to such Indemnified Party. If any such liability is asserted against an Indemnified Party and such Indemnified Party notifies 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 (which estimate shall not be conclusive of the final amount of such Claim) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Noticeliability, the Indemnifying Party gives shall be entitled, if it so elects by written notice delivered to the such Indemnified Party acknowledging its obligation within fifteen (15) Business Days after receiving such Indemnified Party’s notice (the “Response Period”), to indemnify and stating that it intends to defend against such claim or Losses at its own cost and expense, assume the defense (including the right to settle or compromise such action) of such matter, including selection of asserted liability with counsel (subject satisfactory to the consent of the such Indemnified Party; provided, which consent shall not be unreasonably withheld or delayed) and the sole power to direct and control such defensehowever, shall be by that if the Indemnifying Party. In any Party assumes such defense, the Indemnifying Party will consult with shall be deemed to have accepted such claim as a valid Indemnifiable Claim. Notwithstanding the Indemnified Party in connection with the Indemnifying Party’s defense, as reasonably requested by the Indemnified Party. The foregoing: (i) such Indemnified Party shall use have the right to employ its commercially reasonable efforts 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 any notice of any assertion of liability by a third party unless such assertion is in writing; and (iii) the rights of such Indemnified Party to be indemnified in respect of indemnifiable claims resulting from the assertion of liability by third parties shall not be adversely affected by its failure to give notice pursuant to the 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 and assistance in their possession that is material to any such assertion. (c) In the event that the Indemnifying Party may reasonably request 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 shall cooperate with at the risk of the Indemnifying Party in such defense. Party. (d) Notwithstanding anything herein in this Section 8.5 to the contrary, the Indemnifying Party shall will not settle any indemnifiable claim without be entitled to assume control of the consent 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; (which consent shall not be unreasonably withheld ii) the Indemnified Party reasonably believes that there exists or delayed). For could arise a conflict of interest that, under applicable principles of legal ethics, could prohibit a single legal counsel from representing both the avoidance Indemnified Party and the Indemnifying Party in such proceeding or (iii) a court of doubt, “indemnifiable claim” as used in this subsection means competent jurisdiction rules that the Indemnifying Party has failed or is required failing to provide indemnification 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 or Losses under with reasonable promptness to the terms Indemnifying Party specifying in reasonable detail the nature of the Indemnifiable Claim and the basis thereof. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect to any claim made pursuant to this Section 9. iii8.5, 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 damaged or prejudiced or (c) deprived of its rights and remedies under this Agreement. If the Indemnify Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receiving following its receipt of such Claim Noticewritten notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article VIII, or the amount thereof, the amount of claim specified by the Indemnified Party in such Claim written notice shall be conclusively deemed a liability of the Indemnifying Party hereunder. iv. If under this Article VIII, and the Indemnifying Party provides shall pay the amount of such Losses to the Indemnified Party on demand or, in the case of any written notice within thirty (30) days after receiving such Claim Notice that it disputes its responsibility for in which the Claim, the parties shall attempt in good faith for ten (10) business days to agree upon the rights amount of the respective parties with respect to claim (or any portion of the claim) is estimated, on such Claim, and if later date when the amount of such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permittedclaim (or such portion of such claim) is determined.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder claim or demand by a third party for which an indemnifying party, Parent or Purchaser, as the case may be (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the an “Indemnifying Party”), the may be liable to any Indemnified Party hereunder (a “Claim”) is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall as promptly as practicable notify the Indemnifying Party of such Claim, specifying the nature in writing of such Claim and the amount or the estimated amount thereof to and such notice shall state with reasonable specificity the extent then feasible (basis, if known, under which estimate shall not be conclusive of the final amount of such Claim) claim is made (the “Claim Notice”). ii. If within thirty (30) days after receiving The failure on the part of the Indemnified Party to give any such Claim NoticeNotice in a reasonably prompt manner shall not relieve the Indemnifying Party of any indemnification obligation hereunder unless, and only to the extent that, the Indemnifying Party gives written notice is materially prejudiced 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 the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party acknowledging its obligation hereunder with respect to indemnify such Claim and stating (b) whether or not it desires to defend the Indemnified Party against such Claim; any failure to so notify the Indemnified Party within such 45-day period shall be deemed an agreement that the Indemnified Party shall have the sole power to direct and control the defense of such Claim. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it intends desires to defend the Indemnified Party against such claim or Losses at its own cost and expenseClaim, the defense (including Indemnifying Party shall have the right to settle or compromise such action) of such matter, including selection of counsel (subject to the consent of defend the Indemnified Party, which consent Party by appropriate proceedings and shall not be unreasonably withheld or delayed) and have the sole power to direct and control such defense. Notwithstanding the foregoing, the Indemnified Party, during the period the Indemnifying Party is determining whether to elect to assume the defense of a matter covered by this Section 6.4, may take such reasonable actions 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. The Indemnified Party shall be not settle a Claim 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 against such Claim. In any event, the Indemnified Party 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 consultants’ fees and 50% of the amount of any settlement or judgment in connection with such defense, Claim. 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 access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the Indemnified Party in connection with the Indemnifying Party’s defense, as reasonably requested by employees and counsel of the Indemnified Party. 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 make available all information indemnify, defend and assistance that 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 Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in defense of such defenseclaimed Loss. Notwithstanding anything herein any of the foregoing, with respect to any Claims regarding the contraryownership, 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 Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubtUnited States Patent and Trademark Office, “indemnifiable claim” as used and Parent’s indemnification obligations in this subsection means that the Indemnifying Party is required to provide indemnification against such claim or Losses under the terms of this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within thirty (30) days after receiving such Claim Notice, the amount of connection with such Claim shall be conclusively deemed a liability limited to 50% of the Indemnifying Party 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. iv. If the Indemnifying Party provides notice within thirty (30) days after receiving such Claim Notice that it disputes its responsibility for the , Parent may not settle or compromise any Claim, or make any admission or stipulation, that affects the parties scope, validity, ownership, license or control of any Purchased IP Rights, without the specific prior written consent of Purchaser on a case-by-case basis, such consent not to be unreasonably conditioned, delayed or withheld; provided, that if Purchaser conditions or withholds consent, Purchaser shall attempt in good faith for ten (10) business days to agree upon the rights of the respective parties assume control with respect to such Claim, and if Parent’s indemnification obligations in connection with such parties shall not agree, each Indemnified Party Claim shall be entitled limited to initiate proceedings 50% of the amount of further attorneys’ and seek remedies as may consultants’ fees incurred by Purchaser in such action and 50% of the amount of any settlement or judgment in connection with such Claim. In any event, the Indemnifying Party’s liability hereunder shall be permittedsubject to the limitations set forth in Sections 6.2(b) and 6.3(b).

Indemnification Procedures. (a) Except as otherwise specifically addressed provided in this AgreementArticle X hereof with respect to Taxes, with respect to third-party claims, all claims for indemnification under this by any party entitled to indemnification pursuant to Section 9 10.2 or 10.3 hereof or Article XI hereof (“Claims”an "Indemnified Party") shall be asserted and resolved as follows: i. set forth in this Section 10.4. In the event that any Person entitled to indemnification hereunder written claim or demand for which Purchaser or Seller would be liable (as the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (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, the such Indemnified Party shall promptly promptly, but in no event more than 15 days following its receipt of such claim or demand, notify the Indemnifying Party of such Claim, specifying the nature of such Claim 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 Claimclaim or demand) (the “"Claim Notice”"). ii. If The Indemnifying Party shall have 20 days from the personal delivery or receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party (a) 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 (b) whether or not it desires 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. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within thirty (30) days after receiving the Notice Period that it desires to defend such Claim Noticeparty against such claim or demand, the Indemnifying Party gives written notice to shall have the Indemnified Party acknowledging its obligation to indemnify and stating that it intends right to defend against such claim or Losses at its own cost demand by appropriate proceedings 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 have the sole power to direct and control such defense, shall be by the Indemnifying Party. In If any Indemnified Party desires to participate 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 the Indemnified Partyit may do so at its sole cost and expense. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable a claim or demand without the consent of the Indemnified Party (Indemnifying Party, which consent shall not be unreasonably withheld or delayed)withheld. For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that the The Indemnifying Party is required shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to provide indemnification against settle or compromise any such claim or Losses under the terms of this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within thirty (30) days after receiving such Claim Notice, the amount of such Claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. ivdemand. If the Indemnifying Party provides notice within thirty (30) days after receiving such Claim Notice that it disputes its responsibility for elects not to defend the Claim, the parties shall attempt in good faith for ten (10) business days to agree upon the rights of the respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall against such claim or demand, whether by not giving such party timely notice as provided above or otherwise, then the amount of any such claim or demand or, if the same be entitled contested by such party, then that portion thereof as to initiate proceedings and seek remedies as may be permitted.which such defense is unsuccessful

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all (a) All claims for indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that by any Person entitled to indemnification hereunder party (the “Indemnified Party”) has a Claim against hereunder shall be asserted and resolved as set forth in this Section 9.3. In the event that any written claim or demand for which the party obligated to provide from whom indemnification pursuant to Section 9.a. or 9.b. hereof is sought (the an “Indemnifying Party”)) would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, the such Indemnified Party shall promptly promptly, but in no event more than fifteen days following such Indemnified Party’s receipt of such claim or demand, notify the Indemnifying Party of such Claim, specifying the nature of such Claim 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 Claimclaim and demand) (the “Claim Notice”); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party 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. ii(b) 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. If Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within thirty (30) days after receiving the Notice Period that it desires to defend the Indemnified Party against such Claim Noticeclaim or demand, the Indemnifying Party gives written notice shall have the right to defend the Indemnified Party acknowledging its obligation to indemnify by appropriate proceedings and stating that it intends to defend against such claim or 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 have the sole power to direct and control such defense; provided that (i) the Indemnifying Party shall acknowledge in writing its obligation to indemnify the Indemnified Party for any 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 other than for money damages and (iii) the Indemnifying Party shall demonstrate, to the reasonable satisfaction of the Indemnified Party, its financial ability to satisfy its indemnification obligations. (c) If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense; provided, that, the cost and expense of the Indemnified Party shall be paid by the Indemnifying Party. In any such defense, Party if (i) the Indemnifying Party will consult with has so agreed, (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party in connection with party or (iii) the Indemnifying Party’s Party has failed to assume the defense, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts not settle a claim or demand for which it seeks or may seek to make available all information and assistance that be indemnified by the Indemnifying Party may reasonably request and shall cooperate with without the 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 in from any liabilities arising out of such defenseclaim or demand. Notwithstanding anything herein to the contrary, the The Indemnifying Party shall not settle any indemnifiable 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, unless such settlement (i) is only for a claim of monetary damages and (ii) includes a general and unconditional release of each Indemnified Party (which consent shall not be unreasonably withheld from any liabilities arising out of such claim or delayed)demand. For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that If the Indemnifying Party is required elects not to provide indemnification defend the Indemnified Party against such claim or Losses under the terms of this Section 9. iii. If the Indemnify Party does demand whether by not notify giving the Indemnified Party within thirty (30) days after receiving such Claim Noticetimely notice as provided above or otherwise, then the amount of any such Claim claim or demand (so long as it is a claim or demand in respect of which indemnification is available hereunder) 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 pertaining to such defense) shall be conclusively deemed a the liability of the Indemnifying Party hereunder. iv. If To the extent the Indemnifying Party provides notice within thirty (30) days after receiving such Claim Notice that it disputes its responsibility for shall direct, control or participate in the Claimdefense or settlement of any third-party claim or demand or participate in the defense or settlement of any third party claim or demand, the parties shall attempt in good faith for ten (10) business days to agree upon the rights of the respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled 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 permit them to initiate proceedings consult with the employees and seek remedies as may be permittedcounsel of the Indemnified Party.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for indemnification under this Section 9 (“Claims”a) shall be asserted and resolved as follows: i. In the event that any Person entitled action, proceeding, complaint or litigation is commenced by a third party involving a claim for which the shareholders may be liable to indemnification a Indemnified Party hereunder (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”an "Asserted Liability"), the Indemnified Party shall promptly notify the Indemnifying Party Shareholder Representative in writing of such Claim, specifying Asserted Liability (the "Claim Notice"); provided that no delay on the part of the Indemnified Party in giving any such Claim Notice shall relieve the shareholders of any indemnification obligation hereunder unless (and then solely to the extent that) the shareholders are materially prejudiced by such delay. The Shareholder Representative shall have sixty (60) days (or less if the nature of such Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive Asserted Liability requires) from its receipt of the final amount of such Claim) Claim Notice (the “Claim Notice”). ii. If within thirty (30"Notice Period") days after receiving such Claim Noticeto notify the Indemnified Party whether or not the Shareholder Representative desires, at the Indemnifying Party gives written notice shareholders' sole cost and expense and by counsel of its own choosing, which shall be reasonably satisfactory to the Indemnified Party acknowledging its obligation to indemnify and stating that it intends Party, to defend against such claim 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 Losses at its own cost and expense, during the period in which the Shareholder Representative assumes the defense (including the right to settle or compromise such action) of such matter, including selection 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 counsel the Indemnified Party's rights to defense and indemnification pursuant to this Agreement, (subject to iii) the Shareholder Representative shall not, without the prior written consent of the Indemnified Party, consent to any settlement which consent shall (A) does 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 contain an unconditional release of the Indemnified Party in connection with from the Indemnifying Party’s defensesubject matter of the settlement, as reasonably requested by (B) imposes any liabilities or obligations on the Indemnified Party, and (C) with respect to any non-monetary provision of such 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 (for purposes of this clause (iii) an effect shall be deemed "material" if it involves $100,000 or more) and (iv) in the 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 this Article IX. Notwithstanding the foregoing, in any event, the Indemnified Party shall have the right to control, pay or settle any Asserted Liability which the Shareholder Representative shall have undertaken to defend so long as the Indemnified Party 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 shall cooperate to the extent reasonable (during regular business hours) with the Shareholder Representative and its counsel in the investigation, defense and settlement thereof. If the Indemnified Party desires to participate in any such 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 Escrowed Consideration), 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 Indemnified Party's rights to indemnification pursuant to this Agreement. The Indemnified Party shall use its commercially reasonable efforts and the Shareholder Representative agree to make available to each other, their counsel and other representatives, all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein documents available to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party (them which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that the Indemnifying Party is required relate to provide indemnification against such claim or Losses under demand. The Indemnified Party and the terms Shareholder Representative and the Company and its employees also agree to render to each other such assistance and cooperation as may reasonably be required to ensure the proper and adequate defense of such claim or demand. (b) In the event that a Indemnified Party should have a claim against the shareholders hereunder which it determines to assert, 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. iii. If 9.3 shall not apply to any of the Indemnify Party does not notify the Indemnified Party within thirty (30) days after receiving such Claim Noticeprovisions of Article X, the amount of such Claim which shall be conclusively deemed a liability of governed solely and exclusively by the Indemnifying Party hereunderterms thereof. 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for indemnification under this Section 9 (“Claims”a) Each Indemnified Party shall be asserted and resolved as follows: i. In provide the event that Indemnifying Party with timely notice of any Person entitled claim or liability subject to indemnification hereunder (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”)5.1; provided, the that any failure by any Indemnified Party shall promptly to so notify the Indemnifying Party will relieve the Indemnifying Party of such Claim, specifying the nature of such Claim its obligations under Section 5.1 only if and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of that the final amount Indemnifying Party will have been actually prejudiced as a result of such Claimfailure. (b) An Indemnified Party shall (i) give the Indemnifying Party prompt notice of an indemnifiable claim so as to afford the Indemnifying Party the opportunity to defend or negotiate a settlement of such indemnifiable claim hereunder at the Indemnifying Party’s expense; provided that the Indemnifying Party will not settle any such claim without the Indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed, and (ii) reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling such claim. (c) If any Indemnified Party desires to assert any claim for indemnification provided for under Section 5.1 other than a claim in respect of, arising out of or involving a third-party claim, such Indemnified Party shall notify (such notice, a “Direct Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives written notice 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 acknowledging to notify the Indemnifying Party will relieve the Indemnifying Party from its obligation to indemnify and stating that it intends to defend against such claim or 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 only 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, extent that the Indemnifying Party will consult with is actually and materially prejudiced as a result of such failure. (d) Each of the Indemnified Party in connection with the Indemnifying Party’s defense, as reasonably requested by the Indemnified Party. The Indemnified Party parties shall use its commercially reasonable efforts to make available all information mitigate its respective losses hereunder upon and assistance after becoming aware of any event or condition that the Indemnifying Party may would reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein be expected to the contrary, the Indemnifying Party shall not settle give rise to any indemnifiable claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within thirty (30) days after receiving such Claim Notice, the amount of such Claim shall be conclusively deemed a liability of the Indemnifying Party losses hereunder. iv. If (e) Purchasers acknowledge that the Indemnifying Party provides notice within thirty (30) days after receiving such Claim Notice Services to be provided to it hereunder are subject to, and that it disputes its responsibility for the Claimremedies under this Agreement are limited by, the parties shall attempt in good faith for ten (10) business days to agree upon applicable provisions of Article VI, including the rights of the respective parties limitations on representations and warranties with respect to such Claimthe Services. (f) 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 if such parties shall not agreemembers) for any and all losses, Liabilities, claims, fines, deficiencies, damages, obligations or payments arising out of or relating to any misrepresentation or breach of the representations, warranties, covenants or agreements of Seller or its Affiliates contained herein or otherwise relating to the subject matter of this Agreement (except for actions for specific performance, 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 Indemnified Party shall be entitled hereby waives, to initiate proceedings 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 based upon any Law, other than the right to seek remedies as may be permittedindemnity pursuant to this Article V (except for actions for specific performance, injunctive relief or other equitable relief pursuant to Section 9.10).

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all All claims for indemnification under this Section 9 (“Claims”) Agreement shall be asserted and resolved as follows: i. In the event that any Person entitled to (a) Party claiming indemnification hereunder under this Agreement (the “Indemnified Party”) has a Claim against any party obligated to provide shall promptly notify the Party from whom indemnification pursuant to Section 9.a. or 9.b. hereof is sought (the “Indemnifying Party”), ) of any claim by a third party against the Indemnified Party shall promptly notify the that could give rise to a right of indemnification under this agreement (“Third Party Claim”). The Indemnifying Party of such Claimshall have the right to defend, specifying the nature of such 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 Claim) (the “Claim Notice”). ii. If within thirty (30) 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 Losses at its own sole cost and expense, such third party claim, on its own behalf and on the defense (including the right to settle or compromise such action) of such matter, including selection of counsel (subject to the consent 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 withheld, delayed or delayed) and the sole power to direct and control such defense, shall be conditioned. If requested by the Indemnifying Party. In any such defense, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party will consult with (excluding the Indemnified Party in connection with the Indemnifying Party’s defense, as reasonably requested by internal costs and expenses of the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall ), 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 such defense. person. (b) Notwithstanding anything herein 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 contrary, defenses available to the Indemnifying Party in which case the Indemnifying Party shall not settle any indemnifiable have the right to assume the defense of such third party claim without the consent on behalf of the Indemnified Party Party), (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that iii) the Indemnifying Party is required shall not have employed counsel reasonably satisfactory to provide indemnification against the Indemnified party to represent the Indemnified Party within a reasonable time after notice of the institution of such third party claim or Losses under (iv) the terms of this Section 9Indemnifying Party authorizes the Indemnified Party to employ separate counsel at the Indemnified Party’s cost and expense. iii. (c) If the Indemnify Indemnifying Party does not fails to notify the Indemnified Party within thirty ninety (3090) days after receiving such Claim Noticereceipt 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 amount of such Claim 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 be conclusively deemed a liability have the right to defend, at the sole cost and expense 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 ClaimParty, the parties third party claim by all appropriate proceedings, which proceedings shall attempt in good faith for ten (10) business days to agree upon be promptly and vigorously defended by the rights of the respective parties Indemnified Party with respect to such Claim, and if such parties shall not agree, each a third party claim for which the Indemnified Party shall be is entitled to initiate proceedings and seek remedies as may be permittedindemnification hereunder.

Indemnification Procedures. Except (a) If any claim or demand is made against an Indemnified Party by a Person not a party hereto (or an Affiliate thereof) with respect to any 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 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 otherwise specifically addressed a result thereof (except that the Indemnifying 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 under this Agreement, all claims for indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”), the Indemnified Party shall promptly notify 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 such Claim, specifying the nature of such 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 Claim) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives written notice to the Indemnified Party acknowledging and its obligation Affiliates relevant to indemnify any such matter, in each case at the Indemnified Party’s cost and stating that it intends to defend against such claim or Losses expense. Without limiting the generality of the foregoing, the Indemnified Party shall, at its own cost and expense, the defense (including the right use commercially reasonable efforts to, and shall use commercially reasonable efforts to settle or compromise 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 action) of such matterother assistance, 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 in each case that is reasonably requested by the Indemnifying Party. In Party in connection with any such defensematter for which a claim or demand is made against an Indemnified Party under this Agreement, including in anticipation of, or preparation for, existing or future litigation or other matters in which the Indemnifying Party will consult 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 Indemnifying Party will be subrogated to and will stand in the Indemnifying Party’s defense, as reasonably requested by the Indemnified Party. The place of such Indemnified Party shall use its commercially reasonable efforts as to make available all information and assistance that the Indemnifying any events or circumstances in respect of which such Indemnified Party may reasonably request and shall have any right or claim relating to such Indemnified Claim against any claimant or plaintiff asserting such Indemnified Claim or against any other Person. Such Indemnified Party will cooperate with the such Indemnifying Party in a reasonable manner in prosecuting any subrogated right or claim. Each such defense. Notwithstanding anything herein to the contrary, the Indemnified Party and Indemnifying Party shall not settle any indemnifiable claim without will duly execute upon request all instruments reasonably necessary to evidence and perfect the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9above described subrogation rights. iii. If the Indemnify Party does not notify the Indemnified Party within 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims (a) In order for a Person that has rights of indemnification under this Section 9 Agreement (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder (the each, an “Indemnified Party”) has a Claim against to be entitled to any indemnification provided for under this Agreement, such Indemnified Party must notify the indemnifying party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (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 extent the Indemnifying Party shall have been materially prejudiced as a result of such failure. Thereafter, the Indemnified Party shall promptly notify 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 of such Claim, specifying the nature of such Claim and the amount or the estimated amount thereof relating to the extent then feasible (which estimate shall not be conclusive of the final amount of such Third-Party Claim) (the “Claim Notice”). ii. (b) If within thirty (30) days after receiving such a Third-Party Claim Noticeis made against an Indemnified Party, the Indemnifying Party gives written notice 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 Indemnifying Party shall not be liable to the Indemnified Party acknowledging its obligation to indemnify and stating that it intends to defend against such claim or 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 for legal expenses subsequently incurred by the Indemnifying Party. In any such defense, the Indemnifying Party will consult with 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, as 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 requested by 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. The 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 use its commercially reasonable efforts be obligated to make available all provide (i) information and assistance 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 may reasonably request and shall cooperate with control the Indemnifying defense of any Third-Party in such defense. Notwithstanding anything herein to the contraryClaim, the Indemnifying Party shall not settle admit any indemnifiable claim 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 of the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned, or delayed). For ) of the avoidance of doubt, “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 this Section 9Indemnified Party. iii. If the Indemnify Party does not notify the Indemnified Party within thirty (30f) days after receiving such Claim Notice, the amount of such Claim Any indemnity payment under this Agreement shall be conclusively deemed a liability of treated as an adjustment to the Indemnifying Party hereunderPurchase Price for Tax purposes to the extent permitted by applicable Law. 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for (a) A party claiming indemnification under this Section 9 Agreement (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder (the an “Indemnified Party”) has for any Claim or Claims asserted by a third party, including, in the case of Buyer, a Covered Third Party Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the collectively, “Indemnifying PartyThird Party Claims”)) shall promptly: (i) notify, 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 (which estimate shall not be conclusive of the final amount of such Claim) (the “Claim Notice”). ii. If within thirty (30) days after receiving 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 a right of indemnification under this Agreement; and (ii) transmit to the Indemnifying Party a written notice (“Third Party 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 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) Within thirty (30) days after receipt of any Third Party Claim Notice (the “Election Period”), the Indemnifying Party gives written notice shall notify the Indemnified Party: (i) whether the Indemnifying Party disputes its potential liability to the Indemnified Party acknowledging its obligation under this Agreement with respect to indemnify such Third Party Claim; and (ii) whether the Indemnifying Party desires, at the sole cost and stating that it intends expense of the Indemnifying Party, to defend the Indemnified Party against such claim or Losses Third Party Claim. (c) If 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 own sole cost and expense, such Third Party Claim by all appropriate proceedings. Such proceedings shall be prosecuted diligently by the defense (including Indemnifying Party to a final conclusion or settled at the right to settle or compromise such action) discretion of the Indemnifying Party in accordance with this Section 7.4. The Indemnifying Party shall have full control of such matterdefense and proceedings including any compromise or settlement thereof; provided, including selection however, that any such compromise or settlement involving a dollar amount in excess of counsel (the limitations set forth in Section 7.5(c), non-monetary obligations of the Indemnified Party, or otherwise having a direct effect upon its continuing operations or the business shall be subject to the consent of the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the 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 participation. (d) If the Indemnifying Party (i) fails to notify the Indemnified Party as set forth in subsection (c), or if (ii) fails to diligently and promptly 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, the Third Party Claim. The Indemnified Party shall have full control of such defense and proceeding; provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld or delayed) and the sole power to direct and control , any compromise or settlement of such defense, shall be by the Indemnifying PartyThird Party Claim. In any such defense, the The Indemnifying Party will consult with may participate in, but not control, any defense or settlement controlled by the Indemnified Party in connection with the Indemnifying Party’s defensepursuant to this Section 7.4, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, 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 settle any indemnifiable claim without involve a Third Party Claim, the consent 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 (Party’s request for indemnification under this Agreement and the amount for which consent shall not be unreasonably withheld or delayed). For a Claim for indemnification is made, taking into account the avoidance of doubt, “indemnifiable claim” as used limitations set forth in this subsection means that the Indemnifying Party is required to provide indemnification against such claim or Losses under the terms of this Section 9. iii7.8. If the Indemnify Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receiving from its receipt of the Indemnity Notice that the Indemnifying Party disputes such Claim NoticeClaim, the amount of such Claim specified by the Indemnified Party in the Indemnity Notice shall be conclusively deemed a liability 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 respective parties with respect to has timely disputed such Claim, and if as provided above, such parties dispute shall not agree, each 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 to provide notice for a claim required by this Section 7.4 shall be entitled cause the Indemnified Party to initiate proceedings and seek remedies as may be permittedforfeit the right to receive the indemnification it would have otherwise had for such claim under this Article 7.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for Each party entitled to indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder 8.5 (the “Indemnified Party”) has a Claim against any shall give written notice to the party obligated required to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”)) promptly after such Indemnified Party has actual knowledge of any 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 (which approval shall promptly notify not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of such Claimits obligations hereunder, specifying the nature of such Claim and the amount or the estimated amount thereof except to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives written notice failure resulted in actual detriment to the Indemnified Party acknowledging its obligation to indemnify and stating that it intends to defend against such claim or 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 No Indemnifying Party, in the defense of any such defenseclaim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation; provided, however, that the Indemnifying Party will consult with the Indemnified Party in connection with the Indemnifying Party’s defense, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein not consent to the contrary, entry of any judgment or enter into any settlement (other than for the Indemnifying Party shall not settle any indemnifiable claim payment of money only) without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that the An Indemnifying Party who is required to provide indemnification against such claim not entitled to, or Losses under elects not to, assume the terms of this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within thirty (30) days after receiving such Claim Notice, the amount of such Claim shall be conclusively deemed a liability defense of the claim, will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such 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 respective parties with respect to such Claimclaim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and if any other such parties shall not agreeIndemnified Parties with respect to such claim, each Indemnified in which event the Indemnifying Party shall be entitled obligated to initiate proceedings pay the fees and seek remedies as may be permittedexpenses of such additional counsel or counsels.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement(a) In order for any Acquiror Company Indemnified Party or Company Indemnified Party (collectively, all claims for indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder (the an “Indemnified Party”) has a Claim against to be entitled to any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”)provided for under this ARTICLE IX of this Agreement, the Indemnified Party shall promptly notify the Indemnifying Party deliver notice of such Claim, specifying the nature of such Claim and the amount or the estimated amount thereof its claim for indemnification to the extent then feasible party from whom indemnity pursuant to this Agreement is claimed (which estimate shall not be conclusive of the final amount of an “Indemnifying Party”) with reasonable promptness after determining to make such Claim) (the “Claim Notice”). iiclaim. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives written notice to the The failure by any Indemnified Party acknowledging its obligation to indemnify and stating that it intends to defend against such claim or 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 the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, notify the Indemnifying Party shall not settle relieve any indemnifiable 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 without for indemnification involves the consent claim of a third party against the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that and the Indemnifying Party is required to provide indemnification against shall have been actually prejudiced by such claim or Losses under the terms of this Section 9. iiifailure. If the Indemnify Party an indemnifying party does not notify the Indemnified Party within thirty (30) calendar days after receiving such Claim Notice, the amount following receipt by it of such Claim 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 the such Indemnifying Party hereunder. ivunder 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 the an Indemnifying Party provides notice within thirty (30) days after receiving such Claim Notice that it disputes has timely disputed its responsibility for the Claim, the parties shall attempt in good faith for ten (10) business days to agree upon the rights of the respective parties 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 means as determined by the parties. (b) If the claim for indemnification involves a third party claim (a “Third Party Claim”), then the Indemnifying Party shall have the right, at its sole cost, expense and ultimate liability regardless of the outcome, and through counsel of its choice (which counsel shall be reasonably satisfactory to the Indemnified Party), to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim; provided, however, that if in the Indemnified Party’s reasonable judgment a conflict of interest may exist between the Indemnified Party and the Indemnifying Party with respect to such Third Party Claim, and if such parties shall not agree, each then the Indemnified Party shall be entitled to initiate proceedings select counsel of its own choosing, reasonably satisfactory to the Indemnifying Party, in which event the Indemnifying Party shall be obligated to pay the fees and seek remedies expenses of such counsel. (c) Notwithstanding the provisions of Section 9.4(b), if in the Indemnified Party’s reasonable judgment no such conflict exists, the Indemnified Party may, but will not be obligated to, 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 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 may only settle or compromise the matter subject to indemnification without the consent of the Indemnified Party only if such settlement includes a complete release of all Indemnified Parties as to the matters in dispute and relates solely to money damages. The Indemnified Party will not unreasonably withhold or delay consent to any settlement or compromise that requires its consent. (e) In the event the Indemnifying Party fails to timely defend, contest, or otherwise protect the Indemnified Party against any such claim or suit, 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 such event, or in the case where the Indemnified Party jointly controls such claim or suit, the Indemnified Party shall be entitled to 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 matter subject to indemnification and in connection with recovering from any third parties amounts that the Indemnifying Party may pay or be permittedrequired 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. Except as otherwise specifically addressed in this AgreementWith respect to Third Party Claims other than those relating to Taxes, all claims for indemnification under this Section 9 (“Claims”) by any Indemnified Party hereunder shall be asserted and resolved as follows: i. set forth in this Section 8.4. In the event that any Person entitled to indemnification hereunder written claim or demand for which ARCO or Purchaser, as the case may be (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”an "INDEMNIFYING PARTY"), the may be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly promptly, but in no event later than 20 days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such Claim, specifying the nature of such Claim 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 Claimclaim 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, the Indemnified Party shall notify the Indemnifying Party promptly following its discovery of the facts or circumstances giving rise thereto (together with a Third Party Claim Notice”, a "CLAIM NOTICE"). ii. If 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 claim or demand. All costs and expenses incurred by an Indemnified Party in defending such claim or demand after the Claim Notice is delivered to the Indemnifying Party shall be considered Losses of the Indemnified Party for purposes of Sections 8.2 and 8.3 of this Agreement. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within thirty (30) days after receiving the Notice Period that it desires to defend the Indemnified Party against such Claim Noticeclaim or demand, the Indemnifying Party gives written notice shall have the right to defend the Indemnified Party acknowledging its obligation to indemnify by appropriate proceedings and stating that it intends to defend against such claim or 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 have the sole power to direct and control such defense, shall be by the Indemnifying Party. In any such defense, If the Indemnifying Party will consult with so elects to assume the Indemnified Party in connection with the Indemnifying Party’s defense, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in defense of such defense. Notwithstanding anything herein to the contraryclaim, the Indemnifying Party shall not settle be liable to the Indemnified Party for any indemnifiable legal expenses subsequently incurred by the Indemnified Party. If any Indemnified Party desires to participate in, 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 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 consent 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 include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Third Party Claim or (y) imposes any obligation on the Indemnified Party or any Subsidiary or Affiliate thereof other than the payment to be unreasonably withheld or delayed)made by the Indemnifying Party. For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that If the Indemnifying Party is required elects not to provide indemnification 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. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or Losses under the terms of this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within thirty (30) days after receiving such Claim Noticedemand, then the amount of any such Claim claim or demand, or, if the same be contested by the Indemnified 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 conclusively deemed a the liability of the Indemnifying Party hereunder. iv, subject to the limitations set forth in Section 8.6 hereof. If In any event, the Indemnifying Party provides notice within thirty shall (30at its own expense) days after receiving such have the right to participate in the defense or settlement of any Third Party Claim Notice that it disputes its responsibility for which the Indemnifying Party may be liable hereunder. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any Third Party Claim, the parties Indemnified Party will provide the Indemnifying Party and its counsel access to all relevant business records and other documents, and shall attempt in good faith for ten (10) business days use its best efforts to agree upon assist, and to cause the rights employees and counsel of the respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permittedassist, in defense of such claim.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims (a) A claim for indemnification for any matter (not including any claim or demand instituted or asserted by any third party in respect of which indemnification may be sought under Section 6.01 of this Section 9 Agreement (a “ClaimsThird Party Claim”)) shall may be asserted and resolved as follows: i. In by reasonably prompt written notice to the event that any Person entitled to party from whom indemnification hereunder (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof is sought (the “Indemnifying Party”), describing in reasonable detail the Indemnified Party shall promptly notify facts and circumstances with respect to the Indemnifying Party subject matter of such Claimclaim and, specifying the nature of such Claim and the amount or the estimated amount thereof to the extent then feasible (which possible, a good faith estimate shall not be conclusive of the final amount of such Claim) (to which the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives written notice to the Seller Indemnified Party acknowledging its obligation to indemnify and stating that it intends to defend against such claim or 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 Company Indemnified Party, which consent shall not as applicable, claims to be unreasonably withheld or delayed) and the sole power entitled to direct and control receive in respect of such defenseright of indemnification; provided, shall be by the Indemnifying Party. In any such defensehowever, the Indemnifying Party will consult with the Indemnified Party in connection with the Indemnifying Party’s defense, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts that failure to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, so notify the Indemnifying Party shall not settle any indemnifiable claim without preclude the consent of the Seller Indemnified Party (or Company Indemnified Party, as applicable, from any indemnification which consent shall not be unreasonably withheld or delayed). For it may claim in accordance with this Article VI, except to the avoidance of doubt, “indemnifiable claim” as used in this subsection means extent that the Indemnifying Party is required actually prejudiced thereby. (b) In the event of any Third Party Claim, the Seller Indemnified Party or Company Indemnified Party, as applicable, shall reasonably promptly cause written notice of the assertion of any third party to provide indemnification against be forwarded to the Indemnifying Party, which notice shall describe in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Losses under and, to the terms extent possible, a good faith estimate of this Section 9. iii. If the Indemnify Party does not notify amount to which the Seller Indemnified Party within thirty (30) days after receiving such Claim Noticeor Company Indemnified Party, the amount as applicable, claims to be entitled to receive in respect of such right of indemnification. The failure of the Seller Indemnified Party or Company Indemnified Party, as applicable, to give reasonably prompt notice of any Third Party Claim shall be conclusively deemed a liability of not preclude any Seller Indemnified Party or Company Indemnified Party, as applicable, from any indemnification which it may claim in accordance with this Article VI, except to the extent that the Indemnifying Party is actually prejudiced thereby. The party from whom indemnification is sought shall, at its sole expense, assume the defense of any Third Party Claim that relates to any Losses indemnifiable hereunder. The Company or the Buyer Parties, as applicable, shall cooperate in the defense thereof. 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all All claims for indemnification under this Section 9 (“Claims”) Agreement shall be asserted and resolved as follows: i. In (a) A party claiming indemnification under this Agreement (an "Indemnified Party") shall with reasonable promptness (i) notify the event that any Person entitled to party from whom indemnification hereunder is sought (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “"Indemnifying Party”), ") of any third-party claim or claims asserted against the Indemnified Party shall promptly notify ("Third-Party Claim") for which indemnification is sought and (ii) transmit to the Indemnifying Party a copy of all papers served with respect to such Claim, specifying claim (if any) and a written notice ("Claim Notice") containing a description in reasonable detail of the nature of such Claim and the Third-Party Claim, an estimate of the amount or of damages attributable to the estimated amount thereof Third-Party Claim to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claimclaim) and the basis of the Indemnified Party's request for indemnification under this Agreement. (b) Within 15 days after receipt of any Claim Notice (the “Claim Notice”"Election Period"). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives written notice shall notify the Indemnified Party (i) whether the Indemnifying Party disputes its potential liability to the Indemnified Party acknowledging its obligation with respect to indemnify such Third-Party Claim and stating that it intends (ii) whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such claim or Losses Third-Party Claim. (c) If 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 own sole cost and expense, such Third-Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the defense (including Indemnifying Party to a final conclusion or settled at the right to settle or compromise such action) discretion of the Indemnifying Party in accordance with this Section 8.3. The Indemnifying Party shall have full control of such matterdefense and proceedings. The Indemnified Party is hereby authorized, including selection of counsel (subject to at the consent sole cost and expense of the Indemnified Indemnifying Party, which consent to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall not be unreasonably withheld reasonably deem necessary or delayed) and the sole power appropriate to direct and control such defense, shall be protect its interests. If requested by the Indemnifying Party. In any such defense, the Indemnified Party agrees to cooperate with the Indemnifying Party will consult with 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, at the Indemnifying Party's sole cost and expense. Except as otherwise provided herein, 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 8.3 and shall bear its own costs and expenses with respect to such participation. (d) 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 the preceding paragraph, or if the Indemnifying Party elects to defend the Indemnified Party but fails to prosecute or settle the Third-Party Claim as herein provided, or if the Indemnified Party reasonably objects to such election on the grounds that counsel for such Indemnifying Party cannot represent both the Indemnified Party and the Indemnifying Parties because such representation would be reasonably likely to result in connection with a conflict of interest, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party’s defense, as reasonably requested 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 such a situation, the Indemnified Party shall have full control of such defense and proceedings and the Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 8.3, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (e) The Indemnifying Party shall not settle or compromise any Third-Party Claim unless (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 to admit any wrongdoing or take or refrain from taking any action), (ii) the full amount of such monetary compromise or settlement will be paid by the Indemnifying Party, and (iii) the Indemnified Party receives as part of such settlement a legal, binding and enforceable unconditional satisfaction and/or release, in form and substance reasonably satisfactory to it, providing that such Third-Party Claim and any claimed liability of the Indemnified Party with respect thereto is being fully satisfied by reason of such compromise or settlement and that the Indemnified Party is being released from any and all obligations or liabilities it may have with respect thereto. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle or admit liability to any indemnifiable claim Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within 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 unless (x) the Indemnifying Party provides notice within thirty 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 (30y) days after receiving such the Indemnifying Party has failed to respond to the Indemnified Party's Claim Notice Notice. (f) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that it disputes its responsibility for the does not involve a Third-Party Claim, the parties shall attempt in good faith for ten (10) business days to agree upon the rights of the respective parties with respect to such Claim, and if such parties shall not agree, each 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 entitled to initiate proceedings conclusive of the final amount of such claim) and seek remedies as may be permittedthe basis of the Indemnified Party's request for indemnification under this Agreement.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all All claims for indemnification by an Indemnified Party under this Section 9 (“Claims”) 7.2 shall be asserted and resolved as follows: i. (a) In the event that any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 7.2 is asserted against or sought to be collected from such Indemnified Party by a Person entitled to indemnification hereunder other than a Seller Indemnified Party or a Purchaser Indemnified Party (the a “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying PartyThird Party Claim”), the Indemnified Party shall promptly notify 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 of such Claim, specifying the nature of such Claim any indemnification obligation hereunder unless (and the amount or the estimated amount thereof then solely to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claimthat) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives written notice is materially prejudiced by such delay. The Indemnifying Party shall notify the Indemnified Party in writing as soon as practicable within the Dispute Period whether or not the Indemnifying Party 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 acknowledging its obligation to indemnify and stating that it intends Party, to defend against such claim Third Party Claim; provided further that if, under applicable standards of professional conduct a conflict on any significant issue between the Indemnifying Party and the Indemnified Party exists in respect of such Third Party Claim, then the Indemnifying Party shall reimburse the Indemnified Party for the reasonable fees and expenses of one additional counsel to be retained in order to resolve such conflict, promptly upon presentation by the Indemnified Party of invoices or Losses at other documentation evidencing such amounts to be reimbursed. (i) If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that it desires to defend against such Third Party Claim, (i) the Indemnifying Party shall use its own cost Commercially Reasonable Efforts to defend and expenseprotect the interests of the Indemnified Party with respect to such Third Party Claim, (ii) the Indemnified Party, prior to or during the period in which the Indemnifying Party assumes the defense (including the right to settle or compromise such action) of such matter, including selection 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 counsel the Indemnified Party’s rights to defense and indemnification pursuant to this Agreement, (subject to iii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which consent shall to any settlement that (A) does 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 contain an unconditional release of the Indemnified Party from the subject matter of the settlement, (B) imposes any liabilities or obligations on the Indemnified Party and (C) with respect to any non-monetary provision of such settlement, could, in connection with the Indemnifying Party’s defense, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially ’s reasonable efforts to make available all information and assistance that judgment, have a material adverse effect on the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrarybusiness, the Indemnifying Party shall not settle any indemnifiable claim without the consent assets, properties, condition (financial or otherwise), results of operations or prospects of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance for purposes of doubt, “indemnifiable claim” as used in this subsection means that (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 is required and its counsel in the investigation, defense and settlement thereof and (v) the Indemnifying Party shall be deemed to provide indemnification against such claim or Losses under have agreed that it will indemnify the terms Indemnified Party pursuant to, and subject to the conditions and limitations set forth in, the provisions of this Section 9Article VII. iii. (ii) If the Indemnify Indemnifying Party does not notify the Indemnified Party within thirty the Dispute Period that it desires to defend against such Third Party 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 Indemnified Party’s rights to indemnification pursuant to this Agreement. (30iii) days after receiving 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 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 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 involve a Third Party Claim, the Indemnified Party shall send an Indemnity Notice with respect to such claim to the Indemnifying Party. The Indemnifying Party shall have the Dispute Period during which to notify the Indemnified Party in writing of any good faith objections it has to the Indemnified Party’s Indemnity Notice, the amount of such Claim shall be conclusively deemed a liability setting forth in reasonable detail each of the Indemnifying Party hereunder. ivParty’s objections thereto. If the Indemnifying Party provides does not deliver such written notice of objection within thirty (30) days after receiving such Claim Notice that it disputes its the Dispute Period, the Indemnifying Party shall be deemed to have accepted responsibility for the Claimprompt 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 parties Indemnifying Party and the Indemnified Party shall attempt in good faith for ten 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). (10c) business days Any dispute submitted to agree upon arbitration pursuant to this Section 7.3(c) shall be finally and conclusively determined by the rights decision of a board of arbitration consisting of three members (hereinafter sometimes called the “Board of Arbitration”) selected as hereinafter provided. Each of the respective parties 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 Claimrules 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 be enforced to the 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 if such parties the expenses and fees of the Board of Arbitration shall not agree, each be divided between the Indemnifying Party and the Indemnified Party shall in the same proportion as the portion of the related claim determined by the Board of Arbitration to be entitled payable to initiate proceedings and seek remedies as may the Indemnified Party bears to the portion of such claim determined not to be permittedso payable.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all 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) If any person shall notify an indemnified party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnification (a "Claim") against Buyer or the Sellers (the "Indemnifying Party") under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”)8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party of such Claim, specifying the nature of such Claim from any obligation hereunder unless (and the amount or the estimated amount thereof then solely to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claimextent) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives written notice 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 acknowledging its obligation so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety (subject to indemnify and stating 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that it intends the Indemnifying Party will have the financial resources to defend against such claim the Claim and fulfill its indemnification obligations hereunder, (iii) the Claim involves only money damages and does not seek an injunction or Losses at its own cost and expenseother equitable relief, (iv) settlement of, or an adverse judgment with respect to, the defense (including Claim is not, in the right good faith judgment of the Indemnifying Party, likely to settle establish a precedential custom or compromise such action) of such matter, including selection of counsel (subject practice materially adverse to the consent continuing business interests of the Indemnified Party, which consent shall not be unreasonably withheld or delayedand (v) and the sole power to direct and control such defense, shall be by the Indemnifying Party. In 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 such defensejudgment 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 consult with the Indemnified Party in connection with the Indemnifying Party’s defense, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein not consent to the contrary, entry of any judgment or enter into any settlement with respect to the Indemnifying Party shall not settle any indemnifiable claim Claim without the prior written consent of the Indemnified Party (which not to be withheld unreasonably). (d) In the event any of the conditions in Section 8.3(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent shall to the 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 be unreasonably withheld consult with, or delayedobtain any consent from, any Indemnifying Party in connection therewith). For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that (ii) the Indemnifying Party is required to provide indemnification against such claim or Losses under the terms of this Section 9. iii. If the Indemnify Party does not notify will remain responsible for any damages the Indemnified Party within thirty (30) days after receiving such may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim Notice, to the amount of such Claim shall be conclusively deemed a liability of the Indemnifying Party hereunderfullest extent provided in this Section 8. 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed (a) 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 respect of which indemnity may be sought from an Indemnifying Party pursuant to this AgreementSection 8, all claims notify the Indemnifying Party in writing thereof, stating, to the 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) The failure of any Indemnified Party to so notify an Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability except to the extent that the rights of such Indemnifying Party are prejudiced by such failure, it being understood that the Indemnifying Party is per se prejudiced if delivery of a notice specifying in reasonable detail the basis for an indemnification claim under this Section 9 8 is delivered after the time period set forth in Section 8.5(d). (“Claims”c) With respect to any action notified by an Indemnified Party 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 pursuant to this Section 8, the Indemnifying Party shall be asserted and resolved as follows:subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any other parties with respect to the subject matter underlying such indemnification claim. i. In the event that (e) The Indemnifying Parties shall not settle any Person action for which an Indemnified Party is or may be entitled to indemnification hereunder (without the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party prior written consent of such Claim, specifying the nature of such 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 Claim) (the “Claim Notice”). ii. If within thirty (30) 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 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 will 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 the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance provided that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For required so long as the avoidance settlement (i) only provides for the payment of doubt, “indemnifiable claim” as used in this subsection means that monetary damages by the Indemnifying Party is required to provide indemnification against such claim or Losses under the terms of this Section 9. iii. If the Indemnify Party Parties, (ii) does not notify restrict the conduct or business activities of any of the Indemnified Party within thirty Parties and (30iii) days after receiving such Claim Notice, provides a complete and full release from all liability to the amount of such Claim shall be conclusively deemed a liability of the Indemnifying Party hereunderIndemnified Party. 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for Promptly after receipt by a party seeking indemnification under this Section 9 (“Claims”an "Indemnitee") of notice of any pending or threatened Claim against it, such Indemnitee shall be asserted and resolved as follows: i. In give written notice thereof to the event that any Person Party from whom the Indemnitee is entitled to indemnification hereunder (the “Indemnified Party”) has a Claim against any party obligated to provide seek indemnification pursuant to this Section 9.a. or 9.b. hereof 9 (the “"Indemnifying Party”"), ; provided that the Indemnified Party shall promptly failure so to notify the Indemnifying Party shall not relieve it of any liability that it may have to any Indemnitee hereunder, except to the extent the Indemnifying Party demonstrates that it is materially prejudiced thereby. The Indemnifying Party shall be entitled to participate in the defense of such Claim and, to the extent that it elects within seven (7) days of its receipt of notice of the Claim from the Indemnitee, 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 Indemnitee of its financial capacity to defend the 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, specifying the nature of such 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 Claim) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives written notice shall not, as long as it diligently conducts such defense, be liable to the Indemnified Indemnitee for any Litigation Costs subsequently incurred by the Indemnitee. The Indemnitee shall provide the Indemnifying Party acknowledging its obligation to indemnify with such information and stating that it intends to defend against such claim or Losses at its own cost and expense, assistance as the defense (including the right to settle or compromise such action) of such matter, including selection of counsel (subject Indemnifying Party may reasonably request with regard to the consent Claim. No compromise or settlement of any Claim may be effected by the Indemnified PartyIndemnifying Party without the Indemnitee's written consent, which consent shall not be unreasonably withheld or delayed, 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 claims that may be made against the Indemnitee, (b) the sole power to direct and control such defense, shall be relief provided is monetary damages that are paid in full 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 the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within 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 respective parties with respect to such Claim, and if (c) the Indemnitee's rights under this Agreement are not restricted by such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permittedcompromise or settlement.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims Whenever any claim shall arise for indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In hereunder, the event that any Person party entitled to indemnification hereunder (the “Indemnified Party”) has a Claim against any shall promptly provide written notice of such claim to the other party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”). The failure to give such prompt written notice shall not, the Indemnified Party shall promptly notify however, relieve the Indemnifying Party of such Claimits indemnification obligations, specifying the nature of such Claim except and the amount or the estimated amount thereof only to the extent then feasible that (which estimate shall not be conclusive of i) the final amount Indemnifying Party forfeits rights or defenses by reason of such failure or (ii) such failure or delay shall have adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any Third-Party Claim (as defined herein) for which the Indemnified Party is entitled to indemnification hereunder. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement (a “Third-Party Claim) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Third-Party acknowledging Claim with counsel reasonably satisfactory to the Indemnified Party, which shall include Loeb & Loeb LLP and Norton R▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its obligation to indemnify counsel and stating that it intends to defend against such claim or Losses at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the defense (including the right to settle or compromise such action) of such matterIndemnified Party may, including selection of counsel (subject to the consent of the Indemnified Party, which consent but shall not be unreasonably withheld or delayed) and the sole power obligated to, defend against such Third-Party Claim in such manner as it may deem appropriate, including, but not limited to, settling such Third-Party Claim, after giving notice of it to direct and control such defense, shall be by the Indemnifying Party. In any , on such defense, terms as the Indemnifying Indemnified Party will consult with may deem appropriate and no action taken by the Indemnified Party in connection accordance with the Indemnifying Party’s defense, as reasonably requested by the Indemnified Party. The Indemnified Party such defense and settlement shall use its commercially reasonable efforts to make available all information and assistance that relieve the Indemnifying Party may reasonably request and shall cooperate of its indemnification obligations herein provided with the Indemnifying Party in such defenserespect to any damages resulting therefrom. Notwithstanding anything herein to the contrary, the The Indemnifying Party shall not settle any indemnifiable claim Third-Party Claim without the Indemnified Party’s prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except As used herein, an “Indemnified Party” shall refer to a PC Indemnified Party or a Manager Indemnified Party, as otherwise specifically addressed in this Agreementapplicable, all claims the “Notifying Party” shall refer to the party hereto whose Indemnified Parties are entitled to indemnification hereby, and the “Indemnifying Party” shall refer to the party hereto obligated to indemnify such Notifying Party’s Indemnified Parties. As a condition precedent to any claim for indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In 8.12, in the event that any Person of the Indemnified Parties is made a defendant in or party to any Claim, the Notifying Party shall give the Indemnifying Party prompt notice thereof. The failure to give such notice shall not affect any Indemnified Party’s ability to seek reimbursement unless, and only to the extent that, such failure has materially and adversely affected the Indemnifying Party’s ability to defend successfully a Claim. The Indemnifying Party shall be entitled to indemnification hereunder contest and defend such Claim, provided that the Indemnifying Party (the “Indemnified Party”i) has a Claim against any party obligated reasonable basis for concluding that such defense may be successful and (ii) diligently contests and defends such Claim. Notice of the intention so to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”), the Indemnified Party contest and defend shall promptly notify be given by the Indemnifying Party of such Claim, specifying to the nature Notifying Party within 15 business days after the Notifying Party’s notice of such Claim and the amount or the estimated amount thereof (but, in any event, at least five business days prior to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim) (the “Claim Notice”). ii. If within thirty (30) days after receiving date that an answer to such Claim Notice, the Indemnifying Party gives written notice is due to be filed). Reputable attorneys reasonably acceptable to the Indemnified Party acknowledging its obligation to indemnify employed by the Indemnifying Party shall conduct such contest and stating that it intends to defend against such claim or Losses defense. The Notifying Party shall be entitled at any time, at its own cost and expense, to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the defense (including Notifying Party elects to participate in such defense, the right to Notifying Party will cooperate with the Indemnifying Party in the conduct of such defense. Neither the Notifying Party nor the Indemnifying Party may concede, settle or compromise such action) of such matter, including selection of counsel (subject to any Claim without the consent of the Indemnified Partyother party, which consent shall not be unreasonably withheld or delayedwithheld. Notwithstanding the foregoing, if (v) 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 does not assume the defense of the Claim, (w) the Indemnified Party in connection with reasonably determines that there is a conflict of interest that prevents the Indemnifying Party’s defense, as reasonably requested by Party from adequately representing the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate ’s interests with the Indemnifying Party in such defense. Notwithstanding anything herein respect to the contraryclaim, (x) a Claim seeks relief other than the Indemnifying Party shall not settle any indemnifiable claim without payment of monetary damages, (y) the consent subject matter of a Claim relates to the ongoing business of the Indemnified Party, which Claim, if decided against the Indemnified Party, would adversely affect the ongoing business or reputation of the Indemnified Party or (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9. iii. If the Indemnify Party does not notify z) the Indemnified Party within thirty (30) days after receiving such Claim Notice, the amount of such Claim shall would not 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 respective parties fully indemnified with respect to such Claim, and if then, in each such parties shall not agreecase, each the Indemnified Party alone shall be entitled to initiate proceedings contest, defend and seek remedies as may be permittedsettle such Claim in the first instance and the Indemnifying Party must reimburse the Indemnified Party for its reasonable out of pocket costs and expenses (including reasonable fees of outside counsel) for such contest, defense or settlement of such Claim. If the Indemnified Party does not contest, defend or settle such Claim, the Indemnifying Party shall then have the right to contest and defend (but not settle) such Claim.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims 8.5.1 A claim for indemnification under this Section 9 for any matter not involving a Third Party Claim may be asserted by prompt notice (a “ClaimsClaim Notice”) shall be asserted and resolved as follows: i. In by the event that any Person entitled to Buyer Indemnified Party or the Seller Indemnified Party seeking indemnification hereunder (the “Indemnified Party”) has a Claim against any party obligated to provide the Party from whom indemnification pursuant to Section 9.a. or 9.b. hereof is sought (the “Indemnifying Party”); 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 Section 8 except to the extent that the Indemnifying Party can demonstrate actual loss and prejudice as a result of such 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 admits or disputes the claim described in the Claim Notice. If the Indemnifying Party gives written notice that it admits the indemnification claim described in the Claim Notice, then the Indemnified Party shall be entitled to indemnification pursuant to the provisions of this Section 8, and subject to the limitations hereof, with respect to the estimated amount of Losses stated in the Claim Notice. If the Indemnifying Party notifies the Indemnified Party 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, specifying the nature . The failure of such 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 Claim) (the “Claim Notice”). ii. If within thirty (30) 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 Losses at its own cost and expense, the defense (including the right to settle or compromise such action) give timely notice of such matter, including selection of counsel (subject to the consent of the Indemnified Party, which consent any Third Party Claim shall not be unreasonably withheld release, waive, 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 otherwise affect the Indemnifying Party’s defenseobligations with respect thereto, as reasonably requested by except to the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance extent that the Indemnifying Party may reasonably request can demonstrate actual loss and shall cooperate with the Indemnifying Party in prejudice as a result of such defensefailure. Notwithstanding anything herein Subject to the contraryprovisions 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, 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 settle to defend against, negotiate, settle, or otherwise deal with any indemnifiable claim 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 with separate counsel at the expense of the Indemnifying Party if (x) so requested by the Indemnifying Party to participate or (y) in the reasonable opinion of either party’s counsel, a material conflict exists, or a potential material conflict may be reasonably expected to 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 documents and information as may reasonably be requested in connection with the defense, negotiation, or settlement of any such Third Party Claim. Notwithstanding anything in this Section 8.5 to the contrary, neither the Indemnifying Party nor the Indemnified Party 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 makes any payment on any Third Party Claim, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party (which consent to any insurance benefits or other claims of the Indemnified Party with respect to such Third Party Claim. 8.5.3 If the Seller reasonably determines that any member of the Company Group has a claim or cause of action, or in connection with the defense of any Third Party 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 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 benefit of and 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 unreasonably withheld lost or delayed)waived by virtue of 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, “indemnifiable claim” as used such commercially reasonable efforts shall not include any obligation to take any action that, in this subsection means that 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 and the Indemnifying Party is required to provide indemnification against such claim or Losses under the terms of this Section 9. iii. If the Indemnify Party does not notify shall have arrived at a mutually binding agreement, the Indemnified Party within thirty (30) days after receiving such Claim Notice, the amount of such Claim shall be conclusively deemed a liability of forward to the Indemnifying Party hereunder. iv. If notice of any sums due and owing by 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 pursuant to agree upon the rights of the respective parties this Agreement with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permittedmatter.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims If any claim for which a party is obligated under Section 11.2 or 11.3 hereof to provide indemnification under this Section 9 (“ClaimsIndemnifying Party”) shall is asserted by any third party against or sought to be asserted and resolved as follows: i. In the event that collected from any Person entitled to indemnification party indemnified hereunder (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”), the such Indemnified Party shall promptly notify the Indemnifying Party in writing of such Claim, specifying the nature of such Claim 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 Claimclaim) (the “Claim Notice”such notice to include all relevant correspondence from or with any Taxing authority). ii. If within The Indemnifying Party shall have thirty (30) days after receiving receipt of such Claim Noticenotice to assume the conduct and control, the Indemnifying Party gives written notice through counsel reasonably acceptable to the Indemnified Party acknowledging its obligation to indemnify and stating that it intends to defend against such claim or Losses at its own cost and expense, the defense (including the right to settle or compromise such action) expense 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, of the settlement or defense thereof; provided that the Indemnifying Party will consult with shall permit the Indemnified Party to participate in connection with such settlement or defense through counsel chosen by the Indemnifying Party’s defense, Indemnified Party so long as reasonably requested the fees and expenses of such counsel are borne by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not pay or settle any indemnifiable such claim without during the consent of the Indemnified Party thirty (30) day period during which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that the Indemnifying Party is required entitled to provide indemnification against assume control. So long as the Indemnifying Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or Losses under settle any such claim; provided that the terms Indemnified Party may pay or settle any such claim if the Indemnified Party waives its right to indemnification hereunder in respect of this Section 9. iiisuch claim. If the Indemnify Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receiving the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof or is not eligible to assume such Claim Noticedefense pursuant to this Section 11.4, the amount Indemnified Party shall have the right in good faith to contest, pay or settle the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement; provided that, unless the Indemnifying Party did not or was not eligible to assume the conduct and control of the claim, the Indemnified Party shall not pay or settle any such Claim shall be conclusively deemed a liability claim without the prior consent of the Indemnifying Party, unless the Indemnified Party hereunder. iv. If the Indemnifying Party provides notice within thirty (30) days after receiving such Claim Notice that it disputes waives its responsibility for the Claim, the parties shall attempt in good faith for ten (10) business days right to agree upon the rights of the respective parties indemnification hereunder with respect to such Claimclaim. The Indemnifying Party shall not, except with the prior consent of the Indemnified Party, enter into any settlement that does not include as an unconditional term thereof the unconditional release of the Indemnified Party from all liability with respect to the related claim (other than Tax related claims). Notwithstanding the foregoing, with respect to any issue or claim in any Tax audit or administrative or court proceeding pursuant to which the Indemnifying Party may be liable pursuant to this Agreement, the Indemnifying Party shall have the sole right to represent the interests of Newco and if such parties any Subsidiary, provided that the Indemnifying Party shall not agree, each Indemnified enter into any settlement of claims that would affect the Tax liability of Azoff Management or any MSG Party shall be entitled or any of their Subsidiaries other than Newco or in respect of Newco for any period after the Closing Date (after giving effect to initiate proceedings and seek remedies as may be permittedthe Indemnifying Party’s indemnification obligations hereunder).

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims 17.6.1 Any Person making a claim for indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. 17.2 or 9.b. hereof 17.4 above (an "Indemnified Party") must give the 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 17.2 or 17.4, 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 Indemnified Party given the Indemnifying Party prompt notice hereunder. 17.6.2 The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Indemnification Claim Notice (the “"Notice Period") to notify the Indemnified Party (i) whether or not the Indemnifying Party”)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 it desires to defend the Indemnified Party against such claim or demand. 17.6.3 If (i) the Indemnifying Party agrees in writing to be responsible for the full amount of such 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 to criminal prosecution or penalties, (B) that, if determined adversely, could reasonably be expected to result in the imposition of a consent order, injunction or decree which would restrict the activity or conduct of the Indemnified Party or any Affiliate thereof, or (C) for which the Indemnified Party shall promptly notify have reasonably concluded, in good faith, after consultation with the Indemnifying Party, that such representation is likely to result in a conflict of interest or materially jeopardize the viability of such defense, then the Indemnifying Party of such Claim, specifying shall have the nature of such Claim and the amount or the estimated amount thereof right to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives written notice to defend the Indemnified Party acknowledging its obligation to indemnify by appropriate proceedings and stating that it intends to defend against such claim or 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 have the sole power to direct and control such defense, shall be by the Indemnifying Party. In If any Indemnified Party desires to participate in any such defense, it may do so at its sole cost and expense. The Indemnifying Party in no event shall have any right to control (as opposed to participate in pursuant to Section 17.6.4 hereof) the defense of any claim and shall pay the expenses of the Indemnified Party's defense of such claim if: 17.6.3.1 the Indemnifying Party will consult with does not agree in writing to be responsible for the full amount of any claim; 17.6.3.2 the claim for indemnification relates to a matter (A) that, if determined adversely, could reasonably be expected to expose the Indemnified Party to criminal prosecution or penalties, (B) that, if determined adversely, could reasonably be expected to result in connection the imposition of a consent order, injunction or decree which would restrict the activity or conduct of the Indemnified Party or any Affiliate thereof, or (C) for which the Indemnified party shall have reasonably concluded, in good faith, after consultation with the Indemnifying Party’s , that such representation is likely to result in a conflict of interest or materially jeopardize the viability of such defense, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance ; or 17.6.3.3 a court determines that the Indemnifying Party may reasonably request and shall cooperate with is not vigorously defending the claim. 17.6.4 If the claim relates to a matter for which both the Indemnifying Party in and any Indemnified Party could be liable or responsible hereunder, such defense. Notwithstanding anything herein as a Loss for which both parties could be partially liable due to the contraryCap and Deductible, the Indemnifying Party and the Indemnified Parties shall not cooperate in good faith in the defense of such action. No party shall settle any indemnifiable claim without the prior consent of the Indemnified Party other party (which consent shall not be unreasonably withheld withheld); provided, however, that an Indemnified Party shall not be required to consent to any settlement if the proposed settlement (i) does not provide for a full release of all claims against such Indemnified Party, (ii) is on a basis which would result in the imposition of a consent order, injunction or delayed). For decree or any other restriction on the avoidance activity or conduct of doubtsuch Indemnified Party, “indemnifiable claim” as used or (iii) is on a basis which could, in this subsection means that such Indemnified Party's judgment, expose such Indemnified Party to criminal liability or require an admission of wrongdoing by such Indemnified Party; provided further that, the foregoing notwithstanding, an Indemnified Party may settle or compromise any claim without the prior consent of the Indemnifying Party is required if under Section 17.6.3 the Indemnifying Party had no right to provide indemnification against control the defense of such claim or Losses under the terms of this Section 9. iiiclaim. If the Indemnify an Indemnified Party does not notify consent to a definitive settlement proposed by the Indemnifying Party (with respect to which a settlement agreement has been agreed to by all parties other than the Indemnified Party) which settlement satisfies the foregoing clauses (i) through (iii) or if the Indemnifying Party within thirty (30) days after receiving does not consent to a settlement proposed by an Indemnified Party, then the party declining such Claim Noticesettlement shall thereafter have full control of the defense of such claim, and the maximum liability of the party that proposed such settlement shall be determined as though such matter had settled on the terms so proposed, and, if applicable, the amount of the proposed settlement, together with all legal costs and expenses incurred in connection with such Claim matter through and including the proposed settlement date, shall be conclusively deemed a liability the amount of the Loss of the Indemnified Party for purposes of determining whether the Cap and Deductible have been met. If both parties agree to the settlement, the relative liabilities of the parties for such Losses shall be determined as provided in the other provisions of this Article 17. 17.6.5 All costs and expenses incurred by the Indemnifying Party hereunder. iv. If in defending a claim or demand under Section 17.6.3, and all costs and expenses incurred by the Indemnified Party in defending a claim or demand which the Indemnifying Party provides has elected not to defend (including by virtue of its failure to give timely notice within thirty (30to the Indemnified Party) days after receiving such Claim Notice that it disputes its responsibility for the Claimor is not permitted to defend under Section 17.6.3 shall be a liability of, and shall be paid by, the parties Indemnifying Party. 17.6.6 To the extent the Indemnifying Party shall attempt direct, control or participate in good faith for ten (10) the defense or settlement of any third-party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business days hours, the relevant business records and other documents, and shall permit them to agree upon consult with the rights employees and counsel of the respective parties with respect to Indemnified Party. The Indemnifying Party and Indemnified Parties shall use their best efforts in the defense of all such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permittedclaims.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for Any Person seeking indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder Agreement (the “Indemnified Party”) has shall give prompt written notice (a Claim “Notice of Claim”) to such other applicable Persons against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof whom such claim is asserted (the “Indemnifying Party”) such indemnification claim. Each Notice of Claim shall (i) specify in reasonable detail the basis for such claim or demand, setting forth the nature of the claim or demand 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 which Indemnified Party seeks indemnification in connection with such Notice of Claim (the “Quantified Losses”), . The failure of the Indemnified Party shall promptly to so notify the Indemnifying Party shall not relieve the Indemnifying Party of such Claim, specifying the nature of such Claim and the amount or the estimated amount thereof any obligation hereunder except to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives written notice to determines that the Indemnified Party acknowledging its obligation to indemnify and stating that it intends to defend against defense of such claim or Losses demand is prejudiced by the failure to give such notice. The Indemnifying Party shall have the right to defend at its own cost and expensethrough counsel of its own choosing, reasonably satisfactory to the 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 has determined in good faith that joint representation would result in an actual conflict of interest between the Indemnifying Party and the Indemnified Party. In the event the Indemnifying Party undertakes to compromise or defend any such claim or demand, it shall promptly (and in any event, no later than fifteen (15) days after receipt of the Notice of Claim) notify the Indemnified Party in writing of its intention to do so. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the defense (including the right to settle or compromise such action) of such matterthird-party claim or demand; provided, including selection that all reasonable out-of-pocket expenses incurred by the Indemnified Party shall 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, in connection with its defense of any third-party claim hereunder. The Indemnified Party may hire separate counsel (subject to and participate in such defense at its own expense. No settlement of a third-party claim or demand defended by the Indemnifying Party shall be made without the written consent of the Indemnified Party, which such consent shall not to 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 the Indemnified Partywithheld. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the not, except with written consent of the Indemnified Party (Party, consent to the entry of a judgment or settlement which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9. iii. If the Indemnify Party does not notify include as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party within thirty (30) days after receiving such Claim Notice, the amount of an unconditional release from all liability in respect of such Claim shall be conclusively deemed a liability of the Indemnifying Party hereunderthird-party claim or demand. 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all (a) All claims for indemnification by any party entitled to indemnification under this Section 9 Article VIII (“Claims”an "Indemnified Party") based on or arising from a third party claim shall be asserted and resolved as follows: i. set forth in this Section 8.3. In the event that any Person entitled to indemnification hereunder claim or demand by a third party for which a party hereto (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “"Indemnifying Party”), ") may be required to indemnify the Indemnified Party hereunder (a "Claim") is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall 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, specifying the nature of and such Claim and the amount or the estimated amount thereof notice shall specify (to the extent then feasible (which estimate shall not be conclusive of known) in reasonable detail the final amount of such Claim) claim and any 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 Indemnified Party, except to the extent that the rights of the Indemnifying Party are actually prejudiced thereby. ii. If within (b) The Indemnifying Party shall have thirty (30) days after receiving from delivery of the Claim Notice to notify the Indemnified Party whether or not the Indemnifying Party elects to defend the Indemnified Party against such Claim; provided, however, that an election by the Indemnifying Party during such thirty-day period not to defend the Indemnified Party against such Claim Noticeshall not 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 election by the Indemnifying Party to defend a Claim shall not be construed to be an admission as to liability for indemnification hereunder. (c) In the event that the Indemnifying Party notifies the Indemnified Party that it desires to defend the Indemnified Party against such Claim, the Indemnifying Party gives written notice shall have the right to defend the Indemnified Party acknowledging its obligation to indemnify by appropriate proceedings and stating that it intends to defend against such claim or 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 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. In If any Indemnified Party desires to participate 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 the Indemnified Partydefense it may do so at its sole cost and expense. The Indemnified Party shall use its commercially reasonable efforts not settle, admit or in any other way materially prejudice a Claim which is indemnifiable hereunder by the Indemnifying 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 make available all information and assistance the entry of any judgment; provided, however, that the Indemnifying Party may reasonably request settle or compromise any action if such settlement or compromise provides for an unconditional release of the Indemnified Party and shall cooperate with the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. (d) If the Indemnifying Party either does not respond to the Claim Notice within the required ten day period or elects not to defend the Indemnified Party against such Claim, then the Indemnified Party may defend such Claim by appropriate proceedings and in such case shall control the defense of such Claim and the Indemnifying Party will be bound by any determination made by a court or arbitrator with respect to such Claim or the terms and conditions of any compromise or settlement effected by the Indemnified Party; provided, however, that the Indemnifying Party shall have the right to consent to the counsel chosen to represent the Indemnified Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)withheld. For the avoidance of doubtIn such case, “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 this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within thirty (30) days after receiving such Claim Notice, may not without the amount of such Claim shall be conclusively deemed a liability written consent of the Indemnifying Party hereunder. ivsettle or compromise such action or consent to the entry of any judgment. If The Indemnified Party shall cooperate with the Indemnifying Party, including giving the Indemnifying Party provides notice within thirty (30) days after receiving and its counsel reasonable access to the personnel, business records and other documents relating to the defense of such Claim Notice that it disputes its responsibility for and permitting consultations with the Claim, the parties shall attempt in good faith for ten (10) business days to agree upon the rights counsel and other advisors of the respective parties Indemnified Party. (e) Notwithstanding anything to the contrary 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 with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permittedbreach or inaccuracy.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for indemnification under this Section 9 In case any proceeding (“Claims”including any governmental investigation) shall be asserted and resolved as follows: i. In the event that instituted involving any Person entitled to indemnification hereunder (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification person in respect of which indemnity may be sought pursuant to this Section 9.a. or 9.b. hereof 15, such person (the “Indemnifying an "INDEMNIFIED Party”), the Indemnified Party ") shall promptly notify the Indemnifying Party of person against whom such Claim, specifying the nature of such Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not indemnity may be conclusive of the final amount of such Claim) sought (the “Claim Notice”). ii. If within thirty (30"INDEMNIFYING PARTY") days after receiving such Claim Notice, in writing and 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 Losses at its own cost and expense, shall assume the defense (thereof, including the right to settle or compromise such action) of such matter, including selection employment of counsel (subject reasonably satisfactory to the consent of the such Indemnified Party, which consent and shall not be unreasonably withheld or delayed) assume the payment of all fees and expenses; provided that the sole power to direct and control such defense, shall be by the Indemnifying Party. In failure of any such defense, the Indemnifying Party will consult with the Indemnified Party in connection with the Indemnifying Party’s defense, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts so to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, notify the Indemnifying Party shall not settle relieve the Indemnifying Party of its obligations hereunder except to the extent (and only to the extent that) that the Indemnifying Party is materially prejudiced by such failure to notify. In any indemnifiable claim without such proceeding, any Indemnified Party shall have the consent right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties (including in the case of Holder, all of its officers, directors and controlling persons) and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed). For , but if settled with such consent, or if there be a final judgment for the avoidance of doubtplaintiff, “indemnifiable claim” as used in this subsection means that the Indemnifying Party is required shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to provide indemnification against the extent stated above) by reason of such claim settlement or Losses under judgment. No Indemnifying Party shall, without the terms prior written consent of this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party within thirty (30) days after receiving is or could have been a party and indemnity could have been sought hereunder by such Claim NoticeIndemnified Party, the amount unless such settlement includes an unconditional release 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permittedfrom all liability arising out of such proceeding.

Indemnification Procedures. Except Each Indemnitee (as otherwise specifically addressed in this Agreement, all claims for indemnification defined under this Section 9 (“Claims”10(a)) shall be asserted (i) give prompt written notice to the Indemnifying Party of any claim with respect to which it seeks indemnification or contribution pursuant to this Agreement (provided, however, that the failure of the Indemnitee to promptly deliver such notice shall not relieve the Indemnifying Party of any liability, except to the extent that the Indemnifying Party is prejudiced in its ability to defend such claim) and resolved (ii) permit such Indemnifying Party, as follows: i. In applicable, to assume the event defense of such claim with counsel selected by such Indemnifying Party and reasonably satisfactory to the Indemnitee; provided, however, that any Person 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 Indemnitee unless (the “Indemnified Party”A) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party of has agreed in writing to pay such Claimfees and expenses, specifying the nature of such 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 ClaimB) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives shall have failed to assume the defense of such claim within five (5) days of delivery of the written notice of the Indemnitee with respect to the Indemnified Party acknowledging its obligation to indemnify and stating that it intends to defend against such claim or Losses at its own cost failed to employ counsel selected by such Indemnifying Party and expense, the defense (including the right to settle or compromise such action) of such matter, including selection of counsel (subject reasonably satisfactory to the consent Indemnitee, or (C) in the reasonable judgment of the Indemnified PartyIndemnitee, which consent shall not be unreasonably withheld or delayed) based upon advice of its counsel, a conflict of interest may exist between the Indemnitee 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 respect to such claims (in which case, if the Indemnified Party in connection with the Indemnifying Party’s defense, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with Indemnitee notifies the Indemnifying Party in such defense. Notwithstanding anything herein writing that it elects to employ separate counsel at the contraryexpense of the Indemnifying Party, the Indemnifying Party shall not settle 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 indemnifiable 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 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 Indemnified 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 (which consent B) above, or is not entitled to assume or continue the defense of such claim pursuant to clause (C) above, the Indemnifying Party shall not be unreasonably withheld 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 delayed)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. For If requested by the avoidance of doubtIndemnifying Party, “indemnifiable claim” as used the Indemnitee agrees (at no expense to the Indemnitee) to reasonably cooperate with the Indemnifying Party and its counsel in this subsection means contesting any claim that the Indemnifying Party is required elects to provide indemnification against such claim or Losses under the terms of this Section 9contest. iii. If the Indemnify Party does not notify the Indemnified Party within 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all (a) All claims for indemnification by any Indemnified Party under this Section Article 9 (“Claims”) with respect to third-party claims shall be asserted and resolved as follows: i. set forth in this Section 9.4. In the event that any Person entitled to indemnification hereunder written claim or demand for which either SXCP or Raven Holdings, as the case may be (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the an “Indemnifying Party”), the would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly 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, specifying the nature of such Claim 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 Claimclaim or demand) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Unless the matter relating to the Claim NoticeNotice requires quicker action, the Indemnifying Party gives written notice 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 acknowledging its obligation hereunder with respect to indemnify such claim or demand and stating that (ii) whether it intends desires, to the extent it has the right pursuant to the other provisions of this Section, to defend the Indemnified Party against such claim or Losses 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 own sole 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 defend the Indemnified Party, which consent Party by appropriate proceedings and shall not be unreasonably withheld or delayed) and 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 be by not settle a claim or demand without the consent of the Indemnifying Party. In The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which the Indemnified Party will not withhold unreasonably), settle, compromise or offer to settle or compromise any such defenseclaim or demand on a basis that (i) 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 the Indemnified Party 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 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 claim or demand in its sole and absolute discretion. (e) 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 Indemnified Party in connection with the Indemnifying Party’s defense, as reasonably requested by employees and counsel of the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with assist the Indemnifying Party in the defense of all such defenseclaims or demands. Notwithstanding anything herein 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 contraryIndemnified 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 settle or compromise any indemnifiable such claim or demand without the consent of the Indemnified Party (which Indemnifying Party, such consent shall not to be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9withheld. iii. If the Indemnify Party does not notify the Indemnified Party within 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all 16.7.1 All claims for indemnification under this Section 9 (“Claims”) Agreement shall be asserted and resolved pursuant to this Section 16.7. Any person claiming indemnification hereunder is hereinafter referred to as follows:the “Indemnified Party” and any person against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” i. 16.7.2 In the event that any Person entitled a Party wishes to indemnification hereunder (the “Indemnified Party”) has assert a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”)claim for indemnity hereunder, the Indemnified such Party shall promptly notify with reasonable promptness provide to 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 (which estimate shall not be conclusive a written notice of the final amount indemnity claim it wishes to assert on behalf of such Claim) itself or another Indemnified Party, including the specific details of and specific basis under this Agreement for its indemnity claim (the a “Claim Notice”). ii. If within To the extent any Losses for which indemnification is 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 after receiving 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 Claim NoticeLosses and/or (ii) with respect to any Losses arising out of, associated with, or relating to third party claims, whether or not 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 gives written notice shall have the right to defend all appropriate proceedings with counsel of its own choosing. If the Indemnified Party acknowledging its obligation desires to indemnify and stating that participate in, but not control, any such defense or settlement it intends to defend against such claim or Losses may do so at its own sole 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 . If requested 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 the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts agrees to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party and its counsel in such defense. Notwithstanding anything herein to the contrary, contesting any Losses that the Indemnifying Party elects to contest or, if appropriate and related to the 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 Seller Indemnified Party, if the Indemnified Party is a Seller Indemnified Party; and other than a Buyer Indemnified Party, if the Indemnified Party is a Buyer Indemnified Party). Such cooperation shall not settle any indemnifiable include the retention and provision to the Indemnifying Party of all records and other information that are reasonably relevant to the losses at issue. No third party claim without that is the consent subject of indemnification (i) entails a full and unconditional release of the Indemnified Party (which consent shall not be unreasonably withheld and any other members of the Indemnified Party’s group, i.e., all Seller Indemnified Parties or delayed). For the avoidance all Buyer Indemnified Parties) without any admission or finding of doubt, “indemnifiable claim” as used in this subsection means that the Indemnifying Party is required to provide indemnification against such claim fault or Losses under the terms of this Section 9. iii. If the Indemnify Party liability and (ii) does not notify impose on the Indemnified Party within thirty (30) days after receiving such Claim Notice, the amount of such Claim shall be conclusively deemed a liability of any material non-financial obligation or any financial obligation that is not fully paid by the Indemnifying Party hereunderParty. 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all All claims for indemnification under this Section 9 (“Claims”) shall Agreement will be asserted and resolved as follows: i. In (a) A party claiming indemnification under this Agreement (an "Indemnified Party") shall promptly (and, in any event, at least 10 days prior to the event that due date for any Person entitled to responsive pleadings, filings or other documents) (i) notify the party from whom indemnification hereunder is sought (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (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 promptly notify not relieve the Indemnifying Party of such Claim, specifying the nature of such Claim and the amount or the estimated amount thereof its obligations to the extent then feasible (which estimate shall not be conclusive Indemnified Party with respect to the related Third Party Claim. Within 30 days after receipt of the final amount of such Claim) any Claim Notice (the “Claim Notice”"Election Period"). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives written notice shall notify the Indemnified Party (i) whether the Indemnifying Party disputes its potential liability to the Indemnified Party acknowledging its obligation under this Article XIII with respect to indemnify such Third Party Claim or (ii) whether the Indemnifying Party desires, at the sole cost and stating that it intends expense of the Indemnifying Party, to defend the Indemnified Party against such claim or Losses Third Party Claim. (b) If 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 own sole cost and expense, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the defense (including the right Indemnifying Party to settle a final conclusion or compromise such action) of such mattersettled, including selection of counsel (subject to with the consent of the Indemnified Party. The Indemnifying Party is hereby authorized, which consent shall not be unreasonably withheld or delayed) and at the sole power cost and expense of the Indemnifying Party (but only if the Indemnified Party is entitled to direct indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnifying Party shall deem necessary or appropriate to protect its interests or those of the Indemnified Party and control such defense, shall be not prejudicial to the Indemnified Party. If requested by the Indemnifying Party. In any such defense, the Indemnifying Party will consult with the Indemnified Party in connection with agrees, at the sole cost and expense of the Indemnifying Party’s defense, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall 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 defense. Notwithstanding anything herein participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnifying Party and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the contraryIndemnifying Party, then the Indemnified Party may employ separate counsel at the expense of the Indemnifying Party, and, upon written notification thereof, the Indemnifying Party shall not settle any indemnifiable claim without have the consent 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 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 consent 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 withheld, any compromise or delayedsettlement 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). For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that and the Indemnifying Party is required shall bear its own costs and expenses with respect to provide indemnification 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 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 or Losses and the basis of the Indemnified Party's request for indemnification under the terms of this Section 9. iiiAgreement. If the Indemnify Indemnifying Party does not notify the Indemnified Party within thirty (30) 60 days after receiving from its receipt of the Indemnity Notice that the Indemnifying Party disputes such Claim Noticeclaim, the amount of such Claim claim specified by the Indemnified Party in the Indemnity Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder. iv. If the Indemnifying Party provides notice 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 thirty (30) 30 days after receiving the latest of (i) the settlement of such Claim Notice that it disputes its responsibility for the Third Party Claim, (ii) the parties shall attempt in good faith for ten (10) business days to agree upon the rights expiration of the respective parties with respect period for appeal of a final adjudication of such Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party's liability to such Claim, and if such parties shall not agree, each the Indemnified Party under this Agreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 13.3(d) shall be entitled 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 initiate proceedings and seek remedies as may be permittedthe Indemnified Party under this Agreement.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that of any Person entitled to indemnification hereunder such Claim against any of the Celgene Indemnified Parties or Vividion Indemnified Parties (the each, an “Indemnified Party”) has a Claim against ), as applicable, by any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof Third Party, such Indemnified Party shall promptly, and in any event within [***] Business Days, notify the applicable indemnifying Party (the “Indemnifying PartyIndemnitor”), 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 (which estimate shall not be conclusive ) in writing of the final amount of such Claim) (. The Indemnitor shall have the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Noticeright, the Indemnifying Party gives written exercisable by notice to the Indemnified Party acknowledging its obligation within [***] Business Days after receipt of notice from the Indemnified Party of the Claim, to indemnify assume direction and stating control of the defense, litigation, settlement, appeal or other disposition of the Claim (provided that it intends such Claim is solely for monetary damages and the Indemnitor agrees to defend against such claim or Losses at its own cost and expense, the defense (including the right pay all Damages relating to settle or compromise such action) of such matter, including selection of counsel (subject as evidenced in a written confirmation delivered by the Indemnitor 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 with counsel selected 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 Indemnitor and reasonably requested by acceptable to the Indemnified Party; provided that the failure to provide timely notice of a Claim by a Third Party shall not limit an Indemnified Party’s right for indemnification hereunder except to the extent such failure results in actual prejudice to the Indemnitor. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and Parties shall cooperate with the Indemnifying Party Indemnitor and may, at their option and expense, be separately represented in any such defenseaction or proceeding. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party (which consent The Indemnitor shall not be unreasonably withheld liable for any litigation costs or delayed). For the avoidance of doubt, “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 this Section 9. iii. If the Indemnify Party does not notify expenses incurred by the Indemnified Party within thirty (30) days after receiving Parties without the Indemnitor’s prior written authorization for so long as the Indemnitor controls such Claim Noticelitigation. In addition, the amount of such Claim Indemnitor shall not 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 responsible for the Claim, the parties shall attempt in good faith for ten (10) business days to agree upon the rights indemnification or defense of the respective parties with respect to such Claim, and if such parties shall not agree, each any Indemnified Party to the extent arising from any negligent or intentional acts by any Indemnified Party or the breach by such Indemnified Party of any representation, obligation or warranty under this Agreement, or any Claims compromised or settled without its prior written consent. Each Party shall be entitled use reasonable efforts to initiate proceedings and seek remedies as may be permittedmitigate Damages indemnified under this Article XIII.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person Promptly after receipt by a party entitled to claim indemnification hereunder (the an “Indemnified Party”) has of notice of the commencement of any action, such Indemnified Party shall, if a Claim claim for indemnification in respect thereof is to be made against any a party hereto obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof indemnify such Indemnified Party (the an “Indemnifying Party”), notify the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 5.3 and shall promptly 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 prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall 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 (which estimate shall not be conclusive of the final amount of such Claim) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Noticecommencement thereof, the Indemnifying Party gives written notice shall be entitled to participate in and, to the Indemnified Party acknowledging its obligation extent it shall wish, to indemnify assume and stating that it intends to defend against such claim or Losses at its own cost and expense, undertake the defense (including the right thereof with counsel satisfactory 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 defenseand, shall be by after notice from the Indemnifying Party. In any Party to such defenseIndemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party will consult with the 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 Indemnifying Party’s defense, as reasonably requested by defense thereof; if the Indemnified Party. The Party retains its own counsel, then the Indemnified Party shall use its commercially reasonable efforts to make available pay all information fees, costs and assistance that 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 reasonably request and shall cooperate with be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party in such defense. Notwithstanding anything herein to or if the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent interests of the Indemnified Party (which consent reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall not 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 reasonable expenses and fees of such separate counsel and other expenses related to such participation to be unreasonably withheld or delayed). For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that reimbursed by the Indemnifying Party is required to provide indemnification against such claim or Losses under the terms of this Section 9as incurred. iii. If the Indemnify Party does not notify the Indemnified Party within 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement(a) If Assignor or Assignee (each, all claims for indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder (the 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 under 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 against any party obligated Notice”) to provide the Party from which indemnification pursuant to Section 9.a. or 9.b. hereof 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 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 promptly notify not relieve the Indemnifying Party of such Claim, specifying the nature of such Claim any indemnification obligation hereunder except and the amount or the estimated amount thereof only to the extent then feasible (which estimate shall not be conclusive that the rights of the final amount of 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 made against an Indemnified Party by a Third Party (a “Third-Party Claim) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives may elect at any time to negotiate a 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 Indemnified Party acknowledging its that the Indemnifying Party intends to 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 Indemnifying 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 and stating that it intends 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 against such claim Third-Party Claim, the Indemnified Party may control such negotiation or Losses defense, using a single counsel (in addition to local counsel) reasonably satisfactory to the Indemnifying Party, at its own the Indemnifying Party’s sole cost and expense, it being understood that counsels retained by the defense Parties in connection with the negotiation of this Agreement are deemed reasonably satisfactory. (including the right to settle or compromise such actionc) of such matter, including selection of counsel (subject 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 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 may, at its sole cost and expense, participate in such defense or negotiation, and any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned 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 the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within 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 is not able to or elects not to defend, settle or compromise such Claim Notice that it disputes its responsibility for the Third-Party Claim, the parties shall attempt in good faith for ten (10) business days to agree upon the rights all of the respective parties Indemnified Party’s reasonable and documented out-of-pocket costs and expenses arising out of the defense, settlement or compromise of any such claim shall be Damages subject to indemnification hereunder, but only to the 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 Claim. The Party in charge of the defense shall keep the other Party fully apprised at all times as to the status of the defense or any settlement or compromise negotiations with respect to such Claimthereto. If the Indemnifying Party is entitled, and if elects, to defend any such parties shall not agreeclaim, each then the Indemnified Party shall be entitled to initiate proceedings participate in such defense with separate counsel, at such Indemnified Party’s sole cost and seek remedies as may be permittedexpense.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all The obligations and liabilities of each indemnifying Party hereunder with respect to claims for indemnification under this Section 9 (“Claims”) resulting from the assertion of liability by another Party or third parties shall be asserted subject to the following terms and resolved as followsconditions: i. In the event that any (a) Any Person entitled to indemnification hereunder (the “Indemnified Party”) has making a Claim claim for indemnification (a “Claim”) against any party obligated to provide indemnification pursuant to Section 9.a. the Buyer Group or 9.b. hereof the Majority Sellers (the “Indemnifying Party”), ) under this Section 7 shall notify each Indemnifying Party thereof in writing with reasonable details of a Claim promptly after the Indemnified Party discovers the liability, obligation or facts giving rise to such Claim; provided, however, the failure of the Indemnified Party to provide prompt notice of a Claim as contemplated by this Section 7.3(a) shall promptly notify not affect the right of the Indemnified Party to be indemnified pursuant to this Article 7 for such Claim except to the extent such failure materially prejudices the ability of the Indemnifying Party of to defend such Claim, specifying the nature of such 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 Claim) (the “Claim Notice”). ii. If within thirty (30b) days after receiving such Claim Notice, the Any Indemnifying Party gives written notice will have the right to defend the Indemnified Party against any third party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party acknowledging its obligation to indemnify so long as the Indemnifying Party conducts the defense of the Claim actively and stating that it intends to defend against such claim or Losses diligently and in good faith. (c) So long as the Indemnifying Party is conducting the defense of a third party Claim in accordance with Section 7.3(b), (i) the Indemnified Party may retain separate co-counsel at its own sole cost and expense, expense and participate in 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 PartyClaim, which consent shall not be unreasonably withheld or delayedand (ii) 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 the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein not consent to the contrary, entry of any judgment or enter into any settlement with respect to the Indemnifying Party shall not settle any indemnifiable claim Claim without the prior written consent of the Indemnified Party (which consent shall not to be unreasonably withheld or delayed). For delayed unreasonably) unless such judgment or settlement contains an unconditional release of the avoidance Indemnified Party and does not impose any injunctive or other equitable relief against (or any other obligation on) the Indemnified Party. (d) In the event any of doubtthe conditions in Section 7.3(b) is or becomes unsatisfied, “indemnifiable claim” as used however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, a third party Claim in this subsection means that any manner it reasonably may deem appropriate (the Indemnified Party need not obtain any consent from any Indemnifying Party in connection therewith, but, acting reasonably, will keep informed and consult with the Indemnifying Party) and (ii) the Indemnifying Party is required to provide indemnification against such claim or Losses under the terms of this Section 9. iii. If the Indemnify Party does not notify will remain responsible for any Damages the Indemnified Party within thirty (30) days after receiving such may suffer arising out of, relating to or based upon the Claim Noticeto the fullest extent provided in this Section 7; provided, that in no event shall an Indemnifying Party be responsible for the amount fees of such Claim shall be conclusively deemed more than one law firm, except in the case of a liability conflict of interest, or where required to address local law issues or specialized areas of the Indemnifying Party hereunderlaw. 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for 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 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder (collectively in this capacity, the “Indemnified Party”) has a Claim against any party obligated to provide shall promptly notify the Party from whom indemnification pursuant to Section 9.a. or 9.b. hereof is sought (in this capacity, the “Indemnifying Indemnitor”) of any Liability in respect of which such Indemnified Party intends to claim indemnification; provided, however, that the failure to so notify the Indemnitor shall not affect the Indemnified Party”)’s rights to indemnification hereunder except to the extent that the Indemnitor is materially prejudiced by such failure. With respect to any Liabilities that relate to a third party claim, the Indemnified Party shall promptly notify permit the Indemnifying Indemnitor to control the defense of any such Liabilities; provided, however, if the Indemnified Party reasonably determines that the joint representation of such Claim, specifying the nature of such Claim Indemnified Party and the amount or Indemnitor by a single counsel would result in a conflict of interest arising out of the estimated amount thereof joint representation by counsel selected by the Indemnitor of the interests of the Indemnitor and the Indemnified Party, the Indemnitor shall be entitled to engage separate counsel to represent the extent then feasible Indemnified Party (which estimate at the Indemnitor’s sole cost and expense) and, if the Indemnitor fails to do so, the Indemnitor shall not be conclusive of entitled to assume the final amount Indemnified Party’s defense of such Claim) (the “Claim Notice”). iiLiability. If within thirty (30) days after receiving such Claim Noticethe Indemnitor assumes the defense of any Liability, the Indemnifying Party gives written notice to Indemnitor shall consult with the Indemnified Party acknowledging its obligation for the purpose of allowing the Indemnified Party to indemnify and stating that it intends participate in such defense, but in such case the legal expenses of the Indemnified Party incurred as a result of such participation shall be paid by the Indemnified Party. With respect to defend against such claim or Losses at its own cost and expenseany Proceeding for which the Indemnitor has assumed the defense of an Indemnified Party, the Indemnitor shall promptly inform the applicable Indemnified Party of all material developments related thereto, including copying such Indemnified Party on all pleadings, filings and other correspondence relating thereto. If the Indemnitor fails to assume and defend a Liability or if, after commencing or undertaking any such defense, the Indemnitor fails to prosecute such Liability, the Indemnified Party shall have the right to undertake the defense (including or settlement thereof. With respect to any Liabilities that relate to a third party claim, the Indemnified Party shall have the right to settle or compromise such action) of such matterLiabilities, including selection of counsel (subject to the consent of provided the Indemnified PartyParty consents in writing to such settlement, 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 the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9withheld. iii. If the Indemnify Party does not notify the Indemnified Party within 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this AgreementPromptly after receipt by an Indemnified Person of notice of the commencement of any claim, all claims challenge, litigation, investigation or proceeding for indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any which such Indemnified Person entitled to indemnification hereunder (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification is indemnified pursuant to Section 9.a. or 9.b. hereof 7.1 (the an “Indemnifying PartyIndemnified Claim”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnified Indemnifying Party shall promptly in respect thereof, notify the Indemnifying Party in writing of such Claimthe commencement thereof; provided, specifying that (a) the nature of such Claim and omission to so notify the amount or Indemnifying Party will not relieve the estimated amount thereof Indemnifying Party from any liability that it may have hereunder except to the extent then feasible it has been materially prejudiced by such failure and (which estimate shall not be conclusive of b) the final amount of such Claim) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, omission to so notify the Indemnifying Party gives written notice to will not relieve the Indemnified Indemnifying Party acknowledging its obligation to indemnify and stating from any liability that it intends may have to defend such Indemnified Person otherwise than on account of this Article VII. In case any such Indemnified Claims are brought against such claim or Losses at its own cost any Indemnified Person and expense, it notifies the defense (including the right to settle or compromise such action) of such matter, including selection of counsel (subject to the consent Indemnifying Party 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 defensecommencement thereof, the Indemnifying Party will consult be entitled to participate therein, and, at its election by providing written notice to such Indemnified Person, the Indemnifying Party will be entitled to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its election to so assume the defense of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the Indemnifying Party’s defensedefense thereof or participation therein (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance however, that the Indemnifying Party may reasonably request and shall cooperate with not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (in addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) the Indemnifying Party shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a reasonable time after the Indemnifying Party has received notice of commencement of the Indemnified Claims from, or delivered on behalf of, the Indemnified Person, (iii) after the Indemnifying Party assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party has failed or is failing to defend such defenseclaim and provides written notice of such determination and the basis for such determination, and such failure is not reasonably cured within ten (10) Business Days of receipt of such notice, or (iv) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person. Notwithstanding anything herein to the contrary, the Indemnifying Party Company Parties shall not have sole control over any Tax controversy or Tax audit and shall be permitted to settle any indemnifiable claim without the consent liability for Taxes of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9Debtors. iii. If the Indemnify Party does not notify the Indemnified Party within 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event 11.3.1 A Party believing that any Person it is entitled to indemnification hereunder under, as applicable, Section 11.1 or Section 11.2 (the an “Indemnified Party”) has a Claim against any party obligated shall give prompt written notification to provide indemnification pursuant to Section 9.a. or 9.b. hereof the other 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 Claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Claim as provided in this Section 11.3.1 shall promptly notify not relieve the Indemnifying Party of such Claim, specifying the nature of such Claim its indemnification obligation under this Agreement except and the amount or the estimated amount thereof only to the extent then feasible (which estimate shall not be conclusive of the final amount that such Indemnifying Party is actually materially prejudiced as a result of such Claim) (the “Claim Notice”failure to give notice). ii. If within Within thirty (30) days after receiving delivery of such Claim Noticenotification, the Indemnifying Party gives 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 Section 11.2, it shall so notify the Party seeking indemnification. 11.3.2 If the Indemnifying Party elects to assume the defense of such Claim, the Indemnified Party may participate in such defense at its own expense; provided, that if the interests of the Indemnified Party and the Indemnifying Party with respect to such Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party acknowledging its obligation to indemnify solely in connection therewith. 11.3.3 The Indemnifying Party shall keep the Indemnified Party advised of the status of such Claim and stating that it intends to defend against such claim or Losses at its own cost and expense, the defense (including thereof and shall consider recommendations made by the right Indemnified Party with respect thereto. 11.3.4 The Indemnified Party shall not agree to settle or compromise such action) any settlement of such matterClaim without the prior written consent of the Indemnifying Party, including selection which shall not be unreasonably withheld. The Indemnifying Party shall not agree to any settlement of counsel (subject such Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party or adversely affects the Indemnified Party without the prior written 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 the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9withheld. iii. If the Indemnify Party does not notify the Indemnified Party within 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims for indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person A party entitled to indemnification hereunder pursuant to this Agreement (the an “Indemnified Party”) has a Claim shall, with respect to any claim made against any such Indemnified Party for which indemnification is available, notify the other party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”)) in writing of the nature of the claim as soon as practicable but not more than ten days after the Indemnified Party receives notice of the assertion of the claim. 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. Notwithstanding the foregoing, the Indemnified Party shall promptly notify have the right to employ separate counsel and to participate in, and to control any such action, and the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party. An Indemnifying Party of such Claim, specifying the nature of such Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive liable for any settlement of the final amount of such Claim) an action effected without its written consent (the “Claim Notice”). ii. If within thirty (30) 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 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 defensewithheld), nor shall be by the an Indemnifying Party. In Party settle any such defense, the Indemnifying Party will consult with the Indemnified Party in connection with the Indemnifying Party’s defense, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim action without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that the No Indemnifying Party is required will consent to provide indemnification against such claim the entry of any judgment or Losses under the terms of this Section 9. iii. If the Indemnify Party enter into any settlement which does not notify include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party within thirty (30) days after receiving such Claim Notice, a release from all liability with respect to the amount of such Claim shall be conclusively deemed a liability claim. Each of the Indemnifying Party hereunder. iv. If and 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings cooperate in the defense of any claim for which indemnification is available and seek remedies shall furnish such records, information, testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may reasonably be permittedrequested. For purposes of this section 7.3, references to a “claim” shall be construed broadly, so as to encompass all claims made against the Indemnified Party in a legal action for which indemnification is available under this article VII. The Indemnifying Party shall pay all amounts for which it is responsible under this article VII, promptly and in any event within 10 days of the date any such amounts are incurred.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all claims (a) Any Indemnified Person making a claim for indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. 7.2 or 9.b. hereof 7.3 above must give the 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 Indemnified Party given the Indemnifying Party prompt notice hereunder. (b) The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Indemnification Claim Notice (the “"Notice Period") to notify the Indemnified Party (i) whether or not the Indemnifying Party”)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 it desires to defend the Indemnified Party against such claim or demand. (c) If (i) the Indemnifying Party agrees in writing to be, responsible for the full amount of such 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 to criminal prosecution or penalties, (B) that, if determined adversely, could reasonably be expected to result in the imposition of a consent order, injunction or decree which would restrict the activity or conduct of the Indemnified Party or any Affiliate thereof, or (C) for which the Indemnified Party shall promptly notify have reasonably concluded, in good faith, after consultation with the Indemnifying Party, that such representation is likely to result in a conflict of interest or materially jeopardize the viability of such defense, then the Indemnifying Party of such Claim, specifying shall have the nature of such Claim and the amount or the estimated amount thereof right to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives written notice to defend the Indemnified Party acknowledging its obligation to indemnify by appropriate proceedings and stating that it intends to defend against such claim or 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 have the sole power to direct and control such defense, shall be by the Indemnifying Party. In If any Indemnified Party desires to participate in any such defense, the it may do so at its sole cost and expense. The Indemnifying Party will consult with in no event shall have any right to control (as opposed to participate in pursuant to Section 7.4(d) hereof) the Indemnified Party in connection with defense of any claim and shall pay the Indemnifying Party’s defense, as reasonably requested by expenses of the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent 's defense of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.if:

Indemnification Procedures. Except as otherwise specifically addressed in (a) If any third party asserts any claim against a party to this Agreement, all claims for Agreement which would entitle the party to indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder ARTICLE XII (the “Indemnified Party”) has a Claim against any ), it shall give notice of such claim to the party obligated from whom it intends to provide seek indemnification pursuant to Section 9.a. or 9.b. hereof (the “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 promptly not be unreasonably withheld). The failure of the Indemnified Party to notify the Indemnifying Party of such Claimclaim shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have with respect to such claim, specifying the nature of such Claim and the amount or the estimated amount thereof except to the extent then feasible 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 estimate expense shall not be conclusive of the final amount of such Claim) (the “Claim Notice”deemed to be a Loss). ii. If within thirty (30) days after receiving such Claim Notice, in which case the Indemnifying Party gives written notice shall cooperate in providing information to and consulting with the Indemnified Party acknowledging its obligation to indemnify and stating that it intends to defend against such claim or Losses at its own cost and expense, about the defense (including 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 or compromise such actionclaim with counsel of its own choosing at the expense (to the extent reasonable under the circumstances) of the Indemnifying Party. (b) If the Indemnifying Party does not assume the defense of a claim involving the asserted liability of the Indemnified Party under this ARTICLE XII, no settlement of, or admission of guilt with respect to such matter, including selection of counsel (subject to claim shall be made by the Indemnified Party without the prior written consent of the Indemnified Indemnifying 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 the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within 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 assumes the defense of such a claim, (30i) days after receiving such Claim Notice that it disputes its responsibility for no settlement thereof may be effected by the Claim, Indemnifying Party without the parties shall attempt in good faith for ten Indemnified Party’s consent unless (10A) business days to agree upon 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 respective parties 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 such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permittedany compromise or settlement thereof effected without its consent.

Indemnification Procedures. Except as otherwise specifically addressed (a) Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a claim in this Agreement, all claims for indemnification respect thereof is to be made against the Indemnifying Party under this Section 9 (“Claims”) ARTICLE IX, notify the Indemnifying Party in writing of the commencement thereof; but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party otherwise than under this ARTICLE IX. In case any such action shall be asserted brought against any Indemnified Party and resolved it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the 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 follows: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. i. (b) In the event that any Person entitled to indemnification hereunder (the “Indemnified Party”) has Party should have a Claim claim against any Indemnifying Party hereunder that does not involve a third-party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”)claim, the Indemnified Party shall promptly notify transmit to the Indemnifying Party of such Claim, specifying a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of such Claim and the claim, an estimate of the amount or the estimated amount thereof of Damages attributable to such claim to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claimclaim) (and the “Claim Notice”). ii. If within thirty (30) 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 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 basis of the Indemnified Party’s request for indemnification under this Agreement. Except as provided in Section 9.2(b)(iv), which consent shall not be unreasonably withheld or delayed) and the sole power to direct and control such defense, shall be by if 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 the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9. iii. If the Indemnify Party does not notify the Indemnified Party within thirty (30) 15 days after receiving from its receipt of the Indemnity Notice that the Indemnifying Party disputes such Claim Noticeclaim, the amount of such Claim claim specified by the Indemnified Party in the Indemnity Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder. iv. If (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 provides notice within thirty shall determine whether such claim is timely made. (30e) days From and after receiving Closing, if any Party receives any refund of Indemnified Taxes, such Claim Notice Party shall remit any such refund to the Party responsible for such Taxes pursuant to ARTICLE VIII. (f) To the extent that it disputes its responsibility for this Section 9.4 is inconsistent with the Claimprovisions of ARTICLE VIII, the parties provisions of ARTICLE VIII shall attempt in good faith for ten (10) business days to agree upon the rights of the respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permittedcontrol.

Indemnification Procedures. Except as otherwise specifically addressed in this Agreement, all All claims for indemnification by a party under this Section 9 Article VI hereof (the party claiming indemnification and the party against whom such claims are asserted being hereinafter called the “Claims”Indemnified Party” and the “Indemnifying Party,” respectively) shall be asserted and resolved as follows: i. (a) In the event that any Person entitled claim or demand for Damages which an Indemnifying Party would be liable to indemnification 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 “Indemnified PartyClaim Notice”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party of such Claimclaim or demand, specifying the nature of and specific basis for such Claim 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 Claimclaim and demand). The Indemnifying Party shall not be obligated to indemnify the Indemnified Party under this Agreement with respect to any 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 “Claim NoticeNotice Period”). ) to notify the Indemnified Party (i) whether or not it disputes the liability of the Indemnifying Party to the 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 pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party within thirty (30) days after receiving the Notice Period that it desires to defend the Indemnified Party against such Claim Noticeclaim or demand, the Indemnifying Party gives written notice 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 acknowledging its obligation to indemnify and stating that it intends within the Notice Period or after electing to defend against 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 Losses 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 cost expense and expenseat 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 defense (including the right to settle business or compromise such action) of such matter, including selection of counsel (subject to the consent financial condition of the Indemnified Party, which consent shall not be unreasonably withheld or delayed(y) and the sole power to direct and control such defense, shall be claim seeks any injunction or equitable relief against the Indemnified Party. (b) If requested by the Indemnifying Party. In any such defense, the Indemnifying Party will consult with the Indemnified Party in connection with agrees, at the Indemnifying Party’s defenseexpense, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party and its counsel in such defense. Notwithstanding anything herein to the contrary, contesting any claim or demand which the Indemnifying Party shall not settle elects to contest, or, if appropriate and related to the claim in question, in making any indemnifiable 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 (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that should have a claim against the Indemnifying Party is required to provide indemnification against such hereunder which does not involve a claim or Losses under the terms of this Section 9. iii. If the Indemnify Party does not notify demand being asserted against or sought to be collected from it by a third party, the Indemnified Party within thirty (30) days after receiving shall promptly send a Claim Notice with respect to such claim to the Indemnifying Party, which Claim NoticeNotice shall describe in reasonable detail the nature of such non-third-party claim, an estimate of the amount of damages attributable to such Claim shall be conclusively deemed a liability non-third party claim, and the basis of the Indemnifying Party hereunder. ivIndemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party provides notice within thirty disputes such claim, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (30d) days after receiving such Claim Notice that it disputes its responsibility In connection with the matters for the Claim, the parties shall attempt in good faith for ten (10) business days to agree upon the rights of the respective parties which indemnification is sought hereunder with respect to any third-party claim, upon execution of reasonable and customary confidentiality agreements, (i) Buyer agrees to give Sellers and their representatives reasonable access during regular business hours and upon five (5) days prior written notice to Buyer to the books, records and employees of Buyer to the extent such Claimreasonably relate to the matters to which the Claim Notice relates and (ii) Sellers agree to give Buyer and its representatives reasonable access during regular business hours and upon five (5) days prior written notice to Sellers to the books, records and if employees of Sellers to the extent such parties shall not agree, each Indemnified Party shall be entitled reasonably relate to initiate proceedings and seek remedies as may be permittedthe matters to which the Claim Notice relates.

Indemnification Procedures. Except as otherwise specifically addressed in (a) If any third party asserts any claim against a party to this AgreementAgreement which, all claims for if successful, would entitle the party to indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder Article X (the “Indemnified Party”) has a Claim against any ), it shall give notice of such claim to the party obligated from whom it intends to provide seek indemnification pursuant to Section 9.a. or 9.b. hereof (the “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 promptly not be unreasonably withheld). The failure of the Indemnified Party to notify the Indemnifying Party of such Claimclaim shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have with respect to such claim, specifying the nature of such Claim and the amount or the estimated amount thereof except to the extent then feasible 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 estimate expense shall not be conclusive of the final amount of such Claim) (the “Claim Notice”deemed to be a Loss). ii. If within thirty (30) days after receiving such Claim Notice, in which case the Indemnifying Party gives written notice shall cooperate in providing information to and consulting with the Indemnified Party acknowledging its obligation 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 indemnify and stating that it intends to the Indemnifying Party, the Indemnified Party may defend against or, subject to Section 10.2(b), settle such claim or Losses at with counsel of its own cost and expense, choosing at the expense (to the extent reasonable under the circumstances) of the Indemnifying Party. (b) If the Indemnifying Party does not assume the defense (including of a claim involving the right to settle or compromise such action) asserted liability of the Indemnified Party under this Article X, no settlement of such matter, including selection of counsel (subject to claim shall be made by the Indemnified Party without the prior written consent of the Indemnified Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 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 power to direct and control such defense, shall be relief provided is monetary damages that have been paid in full by the Indemnifying Party. In any such defense, and (C) the settlement includes, as an unconditional term thereof, the Indemnifying Party will consult with giving by the claimant or the plaintiff to the Indemnified Party of a release in connection with the Indemnifying Party’s defense, as form and substance reasonably requested by satisfactory to the Indemnified Party. The , from all liability in respect of such claim, and (ii) the Indemnified Party shall use have no liability with respect to any compromise or settlement thereof effected without its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defenseconsent. Notwithstanding anything herein in this Agreement to the contrary, the Indemnifying Party shall not settle any indemnifiable claim without the consent of the Indemnified Party (which consent Litigation shall not be unreasonably withheld settled or delayed). For compromised on any terms and conditions without the avoidance prior written consent of doubt, “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 this Section 9Seller’s Representative. iii. If the Indemnify Party does not notify the Indemnified Party within 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except Each Indemnitee (as otherwise specifically addressed in this Agreement, all claims for indemnification defined under this Section 9 (“Claims”10(a)) shall be asserted (i) give prompt written notice to the Indemnifying Party of any claim with respect to which it seeks indemnification or contribution pursuant to this Agreement (provided, however, that the failure of the Indemnitee to promptly deliver such notice shall not relieve the Indemnifying Party of any liability, except to the extent that the Indemnifying Party is prejudiced in its ability to defend such claim) and resolved (ii) permit such Indemnifying Party, as follows: i. In applicable, to assume the event defense of such claim with counsel selected by such Indemnifying Party and reasonably satisfactory to the Indemnitee; provided, however, that any Person 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 Indemnitee unless (the “Indemnified Party”A) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party of has agreed in writing to pay such Claimfees and expenses, specifying the nature of such 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 ClaimB) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives shall have failed to assume the defense of such claim within five (5) days of delivery of the written notice of the Indemnitee with respect to the Indemnified Party acknowledging its obligation to indemnify and stating that it intends to defend against such claim or Losses at its own cost failed to employ counsel selected by such Indemnifying Party and expense, the defense (including the right to settle or compromise such action) of such matter, including selection of counsel (subject reasonably satisfactory to the consent Indemnitee, or (C) in the reasonable judgment of the Indemnified PartyIndemnitee, which consent shall not be unreasonably withheld or delayed) based upon advice of its counsel, a conflict of interest may exist between the Indemnitee 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 respect to such claims (in which case, if the Indemnified Party in connection with the Indemnifying Party’s defense, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with Indemnitee notifies the Indemnifying Party in such defense. Notwithstanding anything herein writing that it elects to employ separate counsel at the contraryexpense of the Indemnifying Party, the Indemnifying Party shall not settle 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 indemnifiable 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 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 Indemnified 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 (which consent B) above, or is not entitled to assume or continue the defense of such claim pursuant to clause (C) above, the Indemnitee shall not be unreasonably withheld 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 delayed)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. For If requested by the avoidance of doubtIndemnifying Party, “indemnifiable claim” as used the Indemnitee agrees (at no expense to the Indemnitee) to reasonably cooperate with the Indemnifying Party and its counsel in this subsection means contesting any claim that the Indemnifying Party is required elects to provide indemnification against such claim or Losses under the terms of this Section 9contest. iii. If the Indemnify Party does not notify the Indemnified Party within 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this AgreementThe Party seeking indemnification (individually, all claims for indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof shall promptly notify the other Party (the “Indemnifying Party”)) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall promptly notify permit the Indemnifying Party Party, at its option and expense, to assume the complete defense of such Claim, specifying the nature of such Claim and the amount or the estimated amount thereof to the extent then feasible provided that (which estimate shall not be conclusive of the final amount of such Claimi) (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, the Indemnifying Party gives written notice to the Indemnified Party acknowledging its obligation will have the right to indemnify and stating that it intends to defend against participate in the defense of any such claim or Losses Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (including iii) the right Indemnifying Party will not agree to settle any settlement that would admit liability on the part of the Indemnified Party or compromise involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such action) of such matterClaim, including selection of counsel (subject to except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which consent shall does not be unreasonably withheld include, as an unconditional term thereof, the giving by the claimant or delayed) and plaintiff to the sole power Indemnified Party of a release from all liability in respect thereof. After notice to direct and control such defense, shall be by the Indemnified Party of the Indemnifying Party. In any ’s election to assume the defense of such defenseClaim, the Indemnifying Party will consult with shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s defenseown cost and expense, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall will not settle or otherwise dispose of any indemnifiable claim of the same without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, “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 this Section 9Party. iii. If the Indemnify Party does not notify the Indemnified Party within 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except as otherwise specifically addressed in this AgreementPromptly after any Company or Purchaser (hereinafter, all claims for indemnification under this Section 9 (“Claims”) shall be asserted and resolved as follows: i. In the event that any Person entitled to indemnification hereunder (the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (the each a “Indemnifying PartyThird Party Claim”), the Indemnified Party shall promptly give the indemnitor hereunder (the “Indemnifying Party”) written notice of such claim or the commencement of such action, suit or proceeding, but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such Claim, specifying the nature of such Claim and the amount or the estimated amount thereof claim to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim) (the “Claim Notice”). iiknown. If within thirty (30) days after receiving such Claim Notice, the The Indemnifying Party gives written notice to shall have the Indemnified Party acknowledging its obligation to indemnify and stating that it intends right to defend against such claim or Losses and settle, at its own cost expense and expense, the defense (including the right by its own counsel who shall be reasonably acceptable to settle or compromise such action) of such matter, including selection of counsel (subject to the consent of the Indemnified Party, which consent any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall not be unreasonably withheld or delayed) promptly notify the Indemnified Party of its intention to do so, and the sole power to direct Indemnified Party shall cooperate with the Indemnifying Party and control such defenseits counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include 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 by at the cost of the Indemnifying Party. In 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 will consult with 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 or (B) if the defendants in any such 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 those available to the Indemnifying Party’s defense, as reasonably requested by then the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts have the right to make available all information select a separate counsel and assistance that to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defenseas incurred. Notwithstanding anything herein to the contraryany other provision of this Agreement, the Indemnifying Party shall not settle any indemnifiable indemnified claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld Party, unless the settlement thereof imposes no liability or delayed). For the avoidance obligation on, involves no admission of doubtwrongdoing or malfeasance by, “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 this Section 9. iii. If the Indemnify Party does not notify and includes a complete release from liability of, the Indemnified Party within thirty (30) days after receiving such Claim Notice, the amount of such Claim shall be conclusively deemed a liability of the Indemnifying Party hereunderParty. 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted.

Indemnification Procedures. Except (a) A party entitled to indemnification pursuant to this Agreement (an "Indemnified Party") shall, with respect to any claim made against such Indemnified Party for which indemnification is available, notify the other party (the "Indemnifying Party") in writing of the nature of the claim as otherwise specifically addressed in this Agreementsoon as practicable but not more than ten days after the Indemnified Party receives notice of the assertion of the claim. (The failure by an Indemnified Party to give notice as provided above, all claims for indemnification shall not relieve the Indemnifying Party of its obligations under this Section 9 (“Claims”11.3, except to the extent that the failure ------------ results in the failure of actual notice and the Indemnifying Party is damaged as a result of the failure to 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 be asserted and resolved as follows: i. In employ counsel reasonably acceptable to the event that any Person entitled to indemnification hereunder (the “Indemnified Party”) has a Claim against any party obligated to provide indemnification pursuant to Section 9.a. or 9.b. hereof (If the “Indemnifying Party”)Party assumes the defense, the Indemnified Party shall promptly notify have the right to employ separate counsel and to participate in (but not control) any such action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (a) the employment of counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (b) the Indemnified Party has been advised by its counsel in writing that there is a conflict of interest between the Indemnifying Party of such Claim, specifying the nature of such Claim and the amount or Indemnified Party in the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive conduct of the final amount defense of such Claim) the action (the “Claim Notice”). ii. If within thirty (30) days after receiving such Claim Notice, in which case 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 Losses at its own cost and expense, the defense (including shall not have the right to settle or compromise such action) direct the defense of such matter, including selection of counsel (subject to the consent action on behalf of the Indemnified Party), in each of which cases the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party. If the Indemnifying Party does not assume the defense, the Indemnified Party shall have the right to employ counsel and to control any such action, and the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party. An Indemnifying Party shall not be liable for any settlement of an action effected without its written consent (which consent shall not be unreasonably withheld or delayed) and the sole power to direct and control such defensewithheld), nor shall be by the an Indemnifying Party. In Party settle any such defense, the Indemnifying Party will consult with the Indemnified Party in connection with the Indemnifying Party’s defense, as reasonably requested by the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any indemnifiable claim action without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). For the avoidance of doubt, “indemnifiable claim” as used in this subsection means that the No Indemnifying Party is required will consent to provide indemnification against such claim the entry of any judgment or Losses under the terms of this Section 9. iii. If the Indemnify Party enter into any settlement which does not notify include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party within thirty (30) days after receiving such Claim Notice, a release from all liability with respect to the amount of such Claim shall be conclusively deemed a liability claim. Each of the Indemnifying Party hereunder. iv. If and 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 respective parties with respect to such Claim, and if such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings cooperate in the defense of any claim for which indemnification is available and seek remedies shall furnish such records, information, testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may reasonably be permittedrequested.