Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. (i) Any Indemnified Person shall promptly (and, in any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Person.

Indemnification Procedures. (ia) Any Indemnified Person If any action shall be brought against Lender based upon any of the matters for which Lender is indemnified hereunder, Lender shall notify Indemnitor in writing thereof and Indemnitor shall promptly (andassume the defense thereof, in any eventincluding, within 30 days without limitation, the employment of a third party claim) notify counsel acceptable to Lender and the applicable Indemnifying Party in writing negotiation of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”)settlement; provided, however, that the any failure of Lender to provide notify Indemnitor of such notice matter shall not release impair or reduce the Indemnifying Party from any obligations of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party Indemnitor hereunder. Lender shall have the right to defend and settleright, at its own the expense and by its own counselof Indemnitor (which expense shall be included in Costs), to employ separate counsel in any such matter as long as the Indemnifying Party pursues the same diligently action and in good faith. If the Indemnifying Party undertakes to defend or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense thereof. In the event Indemnitor shall fail to discharge or undertake to defend Lender against any claim, loss or liability for which Lender is indemnified hereunder, Lender may, at its sole option and election, defend or settle such claim, loss or liability. The liability of Indemnitor to Lender hereunder shall be conclusively established by such settlement, provided such settlement is made in good faith, the amount of such asserted liability to include both the settlement consideration and the negotiations of costs and expenses, including, without limitation, attorneys’ fees and disbursements, incurred by Lender in effecting such settlement. In such event, such settlement consideration, costs and expenses shall be included in Costs and Indemnitor shall pay the same as hereinafter provided. Lender’s good faith in any such settlement shall be conclusively established if the settlement thereof and is made on the advice of independent legal counsel for Lender. (b) if Indemnitor shall not, without the prior written consent of Lender: (1i) the Indemnifying Party hassettle or compromise any action, within 10 Business Days of receipt of an Indemnification Notice involving a third party suit, proceeding or claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel consent to the Indemnified Person shall have concluded entry of any judgment that there may be reasonable defenses available does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person that are different Lender of a full and complete written release of Lender (in form, scope and substance satisfactory to Lender in its sole discretion) from or all liability in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense respect of such action, suit, proceeding or claim and a dismissal with the expenses and fees prejudice of such separate counsel action, suit, proceeding or claim; or (ii) settle or compromise any action, suit, proceeding or claim in any manner that may adversely affect Lender or obligate Lender to pay any sum or perform any obligation as determined by Lender in its sole discretion. (c) All Costs shall be immediately reimbursable to Lender when and as incurred and, in the event of any litigation, claim or other expenses related proceeding, without any requirement of waiting for the ultimate outcome of such litigation, claim or other proceeding, and Indemnitor shall pay to Lender any and all Costs within ten (10) days after written notice from Lender itemizing the amounts thereof incurred to the date of such participation notice. In addition to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision remedy available for the failure of this AgreementIndemnitor to periodically pay such Costs, such Costs, if not paid within said ten-day period, shall bear interest at the Indemnifying Party shall not settle any indemnified claim without Default Interest Rate (as defined in the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonNote).

Indemnification Procedures. (ia) Any Indemnified Person Whenever any Indemnitee shall promptly (and, in any event, within 30 days have actual knowledge of the assertion of a third party claim) Claim against it, such Indemnitee shall notify the applicable Indemnifying Party appropriate member of the Company Group in writing of any pending the Claim (the “Notice of Claim”) with reasonable promptness after such Indemnitee has such knowledge relating to such Claim; provided the failure or threatened claim or demand that the Indemnified Person has determined would reasonably be expected delay of such Indemnitee to give rise such Notice of Claim shall not relieve any Indemnifying Party of its indemnification obligations under this Agreement except to the extent that such omission results in a failure of actual notice to it and it is materially injured as a result of the failure to give such Notice of Claim. The Notice of Claim shall specify all material facts known to such right of indemnification (including a pending Indemnitee relating to such Claim and the monetary amount or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable an estimate of the monetary amount thereofof the Obligation involved if such Indemnitee has knowledge of such amount or a reasonable basis for making such an estimate. The Indemnifying Parties shall, at their expense, undertake the defense of such Claim with attorneys of their own choosing reasonably satisfactory in all respects to such Indemnitee, subject to the right of such Indemnitee to undertake such defense as hereinafter provided. An Indemnitee may participate in such defense with counsel of such Indemnitee’s choosing at the expense of the Indemnifying Parties. In the event that the Indemnifying Parties do not undertake the defense of the Claim within a reasonable time after such Indemnitee has given the Notice of Claim, or in the event that such Indemnitee shall in good faith determine that the defense of any claim by the Indemnifying Parties is inadequate or may conflict with the interest of any Indemnitee (including Claims brought by or on behalf of any member of the Company Group), such Indemnitee may, at the expense of the Indemnifying Parties and after giving notice to the Indemnifying Parties of such action, undertake the defense of the Claim and compromise or settle the Claim, all for the account of and at the risk of the Indemnifying Parties. In the defense of any Claim against an Indemnitee, no Indemnifying Party shall, except with the prior written consent of such Indemnitee, consent to entry of any judgment or enter into any settlement that includes any injunctive or other non-monetary relief or any payment of money by such Indemnitee, or that does not include as an unconditional term thereof the giving by the Person or Persons asserting such Claim to such Indemnitee of an unconditional release from all liability on any of the matters that are the subject of such Claim and an acknowledgement that such Indemnitee denies all wrongdoing in connection with such matters. The Indemnifying Parties shall not be obligated to indemnify an Indemnitee against amounts paid in settlement of a Claim if such settlement is effected by such Indemnitee without the prior written consent of Parent (on behalf of all Indemnifying Parties), which shall not be unreasonably withheld. In each case, each Indemnitee seeking indemnification hereunder will cooperate with the Indemnifying Parties, so long as an Indemnifying Party is conducting the defense of the Claim, in the preparation for and the prosecution of the defense of such Claim, including making available evidence within the control of such Indemnitee, as the case may be, and persons needed as witnesses who are employed by such Indemnitee, as the case may be, in each case as reasonably needed for such defense and at cost, which cost, to the extent known (such noticereasonably incurred, an “Indemnification Notice”); provided, however, that the failure to provide such notice shall not release be paid by the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival PeriodParties. (iib) Upon An Indemnitee shall notify the Indemnifying Parties in writing of the amount requested for advances (“Notice of Advances”). The Indemnifying Parties hereby agree to advance reasonable costs and Expenses incurred by any Indemnitee in connection with any Claim (but not for any Claim initiated or brought voluntarily by an Indemnitee other than a Proceeding pursuant to Section 2(c)) in advance of the final disposition of such Claim without regard to whether such Indemnitee will ultimately be entitled to be indemnified for such costs and expenses upon receipt of an Indemnification Notice, undertaking by or on behalf of such Indemnitee to repay amounts so advanced if it shall ultimately be determined in a decision of a court of competent jurisdiction from which no appeal can be taken that such Indemnitee is not entitled to be indemnified by the Indemnifying Party Parties as authorized by this Agreement. The Indemnifying Parties shall have the right to defend and settle, at its own expense and by its own counsel, any make payment of 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in advances no event later than 10 days after the receipt of the Indemnification Notice, Notice of Advances. (c) An Indemnitee shall notify the Indemnified Person Indemnifying Parties in writing of its intention the amount of any Claim actually paid by such Indemnitee (the “Notice of Payment”). The amount of any Claim actually paid by such Indemnitee shall bear simple interest at the rate equal to do sothe JPMorgan Chase Bank, and N.A. prime rate as of the Indemnified Person shall cooperate with date of such payment plus 2% per annum, from the date the Indemnifying Party and its counsel in all commercially reasonable respects in Parties receive the defense thereof and Notice of Payment to the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with date on which any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by repay the Indemnified Person in connection with any defense or settlement amount of such asserted liability; provided, however, that the Indemnified Person Claim plus interest thereon to such Indemnitee. The Indemnifying Parties shall be entitled (a) at its expense, make indemnification payments to participate in the defense of such asserted liability and the negotiations Indemnitee no later than 30 days after receipt of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days Notice of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonPayment.

Indemnification Procedures. (ia) Any Indemnified Person The AMLP Group agrees that within a reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification under this Article VI, it will provide notice thereof in writing to Andeavor, specifying the nature of and specific basis for such claim. (b) Andeavor shall promptly have the right to control all aspects of the defense of (andand any counterclaims with respect to) any claims brought against the AMLP Group that are covered by the indemnification under this Article VI, in including, without limitation, the selection of counsel, determination of whether to appeal any eventdecision of any court and the settling of any such claim or any matter or any issues relating thereto; provided, within 30 days however, that no such settlement shall be entered into without the consent of a third party claim) notify the applicable Indemnifying Party AMLP Group Member unless it includes a full release of such AMLP Group Member from such claim. (c) The AMLP Group agrees to cooperate in writing good faith and in a commercially reasonable manner with Andeavor, with respect to all aspects of the defense of any pending claims covered by the indemnification under this Article VI, including, without limitation, the prompt furnishing to Andeavor of any correspondence or threatened claim other notice relating thereto that any AMLP Group Member may receive, permitting the name of the applicable AMLP Group Member to be utilized in connection with such defense, the making available to Andeavor of any files, records or demand other information of any AMLP Group Member that the Indemnified Person has determined would reasonably be expected to give rise Andeavor considers relevant to such right defense, the making available to Andeavor of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate any employees of the amount thereof, AMLP Group and the granting to Andeavor of reasonable access rights to the extent known (properties and facilities of the AMLP Group; provided, however, that in connection therewith Andeavor agrees to use reasonable efforts to minimize the impact thereof on the operations of the AMLP Group and further agrees to maintain the confidentiality of all files, records, and other information furnished by any AMLP Group Member pursuant to this Section 6.5. In no event shall the obligation of any AMLP Group Member to cooperate with Andeavor as set forth in the immediately preceding sentence be US-DOCS\91776486.8 construed as imposing upon such notice, AMLP Group Member an “Indemnification Notice”)obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article VI; provided, however, that the failure AMLP Group may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. Andeavor agrees to provide keep any such notice shall not release counsel hired by the Indemnifying Party from any of its obligations under this Article 6 except AMLP Group informed as to the extent the Indemnifying Party is materially prejudiced by status of any such failure; provided further that notices for claims in respect of a breach of a representationdefense, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party but Andeavor shall have the right to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues retain sole control over such defense, . (d) In determining the Indemnifying Party shall not be liable amount of any Losses for which any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be AMLP Group Member is entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of indemnification under this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent gross amount of the Indemnified Person, unless the settlement thereof imposes no liability or obligation onindemnification will be reduced by (i) any insurance proceeds realized by such AMLP Group Member, and includes such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by such AMLP Group Member as a complete release result of such claim and (ii) all amounts recovered by such AMLP Group Member under contractual indemnities from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personthird Persons.

Indemnification Procedures. (i) Any references herein to an “Indemnified Person” shall mean an Investor Indemnified Person shall promptly (andor a Company Indemnified Person, in any event, within 30 days as applicable. 1. Promptly after receipt by an Indemnified Person under Sections 7(a) or 7(b) of a third party claim) notify notice of the applicable Indemnifying Party in writing commencement of any pending action or threatened claim proceeding (including any governmental action or demand that the proceeding) involving a Claim, such Indemnified Person has determined would reasonably shall, if a Claim in respect thereof is to be expected made against any indemnifying party under this Section 7, deliver to give rise to such right of indemnification (including the indemnifying party a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate written notice of the amount commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent known (such noticethe indemnifying party so desires, an “Indemnification Notice”)jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate retain its own counsel with the fees and expenses to assume such legal defense and otherwise to participate be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding. The Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, with claim or proceeding effectuated without its written consent, provided, however, that the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party indemnifying party shall not settle any indemnified claim unreasonably withhold, delay, or condition its consent. No indemnifying party shall, without the consent of the Indemnified Person, unless the consent to entry of any judgment or enter into any settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and other compromise which does not include any admission as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of wrongdoing a release from all liability in respect to such claim or malfeasance bylitigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified PersonPerson with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person under this Section 7, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. 2. The indemnification required by this Section 7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received, or Indemnified Damages are incurred. 3. The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

Indemnification Procedures. The following procedures shall govern all claims for indemnification made under any provision of this Agreement. A written notice (i) Any Indemnified Person shall promptly (and, in any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”); provided) with respect to any claim for indemnification shall be given by the party seeking indemnification (the “Indemnitee”) to the party from which indemnification is sought (the “Indemnitor”) within thirty (30) days of the discovery by the Indemnitee of such claim, however, which Indemnification Notice shall set forth the facts relating to such claim then known to the Indemnitee (provided that the failure to provide give such notice Indemnification Notice as aforesaid shall not release the Indemnifying Party Indemnitor from any of its indemnification obligations under this Article 6 except hereunder unless and to the extent the Indemnifying Party is materially Indemnitor has been prejudiced by such failure; provided further that notices for claims in respect of thereby). The party receiving an Indemnification Notice shall send a breach of a representation, warranty, covenant or agreement must be delivered prior written response to the expiration party seeking indemnification stating whether it agrees with or rejects such claim in whole or in part. Failure to give such response within ninety (90) days after receipt of the applicable Survival Period. (ii) Upon receipt Indemnification Notice shall be conclusively deemed to constitute acknowledgment of an Indemnification Noticevalidity of such claim. If any such claim shall arise by reason of any claim made by third parties, the Indemnifying Party Indemnitor shall have the right right, upon written notice to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 Indemnitee within ninety (90) days after receipt of the Indemnification Notice, notify to assume the Indemnified Person defense of the matter giving rise to the claim for indemnification through counsel of its intention selection reasonably acceptable to do soIndemnitee, at Indemnitor’s expense, and the Indemnified Person Indemnitee shall cooperate with have the Indemnifying Party and right, at its own expense, to employ 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 Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liabilityrepresent it; provided, however, that if any action shall include both the Indemnified Person Indemnitor and the Indemnitee and there is a conflict of interest because of the availability of different or additional defenses to the Indemnitee, the Indemnitee shall be entitled (a) at its expense, have the right to select one separate counsel to participate in the defense of such asserted liability and action on its behalf, at the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect Indemnitor’s expense. The Indemnitee shall cooperate fully to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses make available to the Indemnified Person that are different from or in addition to those available Indemnitor all pertinent information under the Indemnitee’s control as to the Indemnifying Party claim and shall make appropriate personnel available for any discovery, trial or if appeal. If the interests of Indemnitor does not elect to undertake the Indemnified Person reasonably may be deemed to conflict with defense as set forth above, the interests of the Indemnifying Party, then the Indemnified Person Indemnitee shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such actionmatter on behalf of and for the account of the Indemnitor; provided, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreementhowever, the Indemnifying Party Indemnitee shall not settle or compromise any indemnified claim without the consent of the Indemnified PersonIndemnitor, unless which consent shall not be unreasonably withheld. The Indemnitor may settle any claim at any time at its expense, so long as such settlement includes as an unconditional term thereof the settlement thereof imposes no giving by the claimant of a release of the Indemnitee from all liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personwith respect to such claim.

Indemnification Procedures. (ia) Any Promptly after any Company Related Party or Investor Related Party (hereinafter, the “Indemnified Person shall promptly (andParty”) discovers facts giving rise to a claim for indemnification hereunder, in any event, within 30 days including receipt by it of a third party claim) notify the applicable Indemnifying Party in writing notice of any pending indemnifiable claim hereunder, or threatened claim the commencement of any action, suit or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted proceeding by a third party against Person, which the Indemnified Person)Party believes in good faith is an indemnifiable claim under this Agreement, specifying in reasonable detail the nature and basis Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such claim and a reasonable estimate or the commencement of such action, suit or proceeding. Failure to so notify the amount thereof, to the extent known (such notice, an “Indemnification Notice”); provided, however, that the failure to provide such notice shall Indemnifying Party will not release relieve the Indemnifying Party from any of its obligations under this Article 6 liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect . Such notice shall state the nature and the basis of a breach of a representation, warranty, covenant or agreement must be delivered prior such claim to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the extent then known and shall include a formal demand for indemnification under this Agreement. The Indemnifying Party shall have the right to defend and settlesettle any such matter, at its own expense and by its own counselcounsel (provided, any that such matter counsel is reasonably satisfactory to the Indemnified Party), as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle the matter described in the applicable Indemnification Noticesuch claim, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, promptly notify the Indemnified Person Party of its intention to do so, and the Indemnified Person 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 include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified PersonParty’s possession or control. Such cooperation of the Indemnified Person Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person Party of its intent intention to undertake to defend or settle any such asserted liabilitymatter, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person Party shall be entitled (ai) at its expense, to participate in the defense of such asserted liability matter and the negotiations of the settlement thereof and (bii) if (1A) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) has failed (x) to assume the defense or and employ counsel reasonably satisfactory to the Indemnified Party within 30 days of when the Indemnified Party has provided written notice of the claim for indemnification or (y) to notify the Indemnified Person of such assumption or (2B) if the defendants in any such action include both the Indemnified Person Party and the Indemnifying Party and counsel to the Indemnified Person Party shall have concluded that there may be reasonable defenses available to the Indemnified Person Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person Party shall have the right to select a separate counsel and 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 as incurred. . (b) Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified PersonParty, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include contain any admission of wrongdoing or malfeasance by, the Indemnified PersonParty. (c) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any third party indemnity claim (but shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such third party indemnity claim) if the third party indemnity claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the third party indemnity claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Indemnification Procedures. Any person entitled to receive indemni­fication under this Agreement (the "Indemnitee") having a claim under these indemnification provisions shall make a good faith effort to recover all losses, damages, costs and ex­penses from insurers of such Indemnitee under applicable insurance policies so as to reduce the amount of any Indemnifiable Loss hereunder. The amount of any Indemnifiable Loss shall be reduced (i) Any Indemnified Person shall promptly to the extent that Indemnitee re­ceives any insurance proceeds with respect to an Indemnifiable Loss and (andii) to take into account any Tax or Income Tax benefit recognized by the Indemnitee arising from the recogni­tion of the Indemnifiable Loss, in any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing net of any pending Tax or threatened Income Tax detriment, and any payment actually received with respect to an Indemnifiable Loss. The expiration, termination or extin­guishment of any covenant, agreement, representation or war­ranty shall not affect the parties' obligations under this Section 10 if the Indemnitee provided the person required to provide indemnification under this Agreement (the "Indemnify­ing Party") with proper notice of the claim or demand that the Indemnified Person has determined would reasonably be expected to give rise event for which indemnification is sought prior to such right of expiration, termina­tion or extinguishment. The Seller and the Buyer shall have indemnification (including a pending obligations with respect to Indemnifiable Losses asserted against or threatened claim suffered by the Seller or demand asserted by a third party against the Indemnified Person)Buyer, specifying in reasonable detail as the nature and basis of such claim and a reasonable estimate of the amount thereofcase may be, to the extent known that the aggregate of all such Indemnifiable Losses exceed the Indemnification Floor. It is agreed and understood that neither the Seller nor the Buyer, as the case may be, shall have any liability at any time for Indemnifiable Losses asserted against or suffered by the other party until the aggregate amount of Indemnifiable Losses asserted or suffered by such other party under this Section 10.4 shall exceed the Indemnification Floor, and then only to the extent that the aggregate amount of Indemnifiable Losses exceeds the Indemnification Floor. The term "Indemni­fication Floor" means an amount equal to $200,000. . If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a party to this Agreement or any affiliate of a party to this Agreement (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such noticeIndemnifying Party rea­sonably prompt written notice thereof, but in any event not later than ten calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will have the right to participate in or, by giving written notice to the Indemnitee, to elect to assume the defense of any Third Party Claim at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, and the Indemnitee will cooperate in good faith in such defense at such Indemnitee's own expense. If within ten calendar days after an “Indemnification Notice”)Indemnitee provides written notice to the Indemnifying Party of any Third Party Claim the Indemnitee receives written notice from the Indemnifying Party that such Indemnifying Party has elected to assume the defense of such Third Party Claim as provided in the last sentence of Section 10.5, the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that the failure to provide such notice shall not release if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third Party Claim within 20 calendar days (unless waiting 20 calendar days would prejudice the Indemnitee's rights) after receiving notice from any of its obligations under this Article 6 except to the extent Indemnitee that the Indemnitee believes the Indemnifying Party is materially prejudiced by has failed to take such failure; provided further that notices steps, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered all reasonable expenses thereof. Without the prior to the expiration written consent of the applicable Survival Period. (ii) Upon receipt of an Indemnification NoticeIndemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. If a firm offer is made to settle a Third Party claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give written notice to the Indemnitee to that effect. If the Indemnitee fails to consent to such firm offer within ten calendar days after its receipt of such notice, the Indemnitee may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim will be the amount of such settlement offer, plus reasonable costs and expenses paid or incurred by the Indemnitee up to the date of such notice. Notwithstanding the foregoing, the Indemnitee shall have the right to defend and settlepay, compromise or settle any Third Party Claim at its own expense and by its own counselany time, provided that in such event the Indemnitee shall waive any such matter as long as right to indemnity hereunder, unless the Indemnitee shall have first sought the consent of the Indemnifying Party pursues in writing to such payment, settlement, or compromise and such consent was unreasonably withheld or delayed, in which event no claim for indemnity hereunder shall be waived. Any claim by an Indemnitee on account of an Indemnifiable Loss which does not result from a Third Party Claim (a "Direct Claim") will be asserted by giving the same diligently Indemnifying Party reasonably prompt written notice thereof, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, but in good faithany event not later than ten calendar days after the Indemnitee becomes aware of such Direct Claim, and the Indemnifying Party will have a period of 30 calendar days within which to respond to such Direct Claim. If the Indemnifying Party undertakes to defend or settle the matter described in the applicable Indemnification Noticedoes not respond within such 30 calendar day period, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereofwill be deemed to have accepted such Direct Claim. Such cooperation shall include furnishing If the Indemnifying Party rejects such Direct Claim, the Indemnitee will be free to seek enforcement of its rights to indemnification under this Agreement. If the amount of any Indemnifiable Loss, at any time subsequent to the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other entity, the amount of such reduction, less any costs, expenses or premiums incurred in connection therewith (together with any booksinterest thereon from the date of payment thereof at the prime rate then in effect of the Chase Manhattan Bank), records and other information reasonably requested will promptly be repaid by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of Indemnitee to the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle Upon making any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defenseindemnity payment, the Indemnifying Party shall not be liable for any additional legal expenses incurred by will, to the Indemnified Person in connection with any defense or settlement extent of such asserted liabilityindemnity payment, be subrogated to all rights of the Indemnitee against any third party in respect of the Indemnifiable Loss to which the indemnity payment relates; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1i) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity will then be in compliance with its obligations under this Agreement in respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or Indemnifiable Loss and (2ii) if until the defendants in Indemnitee recovers full payment of its Indemnifiable Loss, any such action include both the Indemnified Person and all claims of the Indemnifying Party against any such third party on account of said indemnity payment is hereby made expressly subordinated and counsel subjected in right of payment to the Indemnified Person shall have concluded that there may be reasonable defenses available to Indemnitee's rights against such third party. Without limiting the Indemnified Person that are different from generality or in addition to those available to the Indemnifying Party or if the interests effect of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision hereof, each such Indemnitee and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights. Nothing in this Section 10.5 shall be construed to require any Party to obtain or maintain any insurance coverage. A failure to give timely notice as provided in this Section 10.5 will not affect the rights or obligations of this Agreementany Party except if, and only to the extent that, as a result of such failure, the Indemnifying Party shall not settle any indemnified claim without the consent which was entitled to receive such notice was actually prejudiced as a result of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personsuch failure.

Indemnification Procedures. (ia) Any If any action, proceeding, litigation or claim shall be brought or asserted against any Indemnified Person Party for any matter which the Indemnified Parties are indemnified hereunder (each, a "CLAIM"), such Indemnified Party shall notify Indemnitors in writing thereof and Indemnitors shall promptly (andassume the defense thereof, in any eventincluding, within 30 days without limitation, the employment of a third party claim) notify counsel selected by the applicable Indemnifying Party in writing Indemnitor and approved by the Indemnified Party, such approval not to be unreasonably withheld, conditioned or delayed, and the negotiation of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis settlement. Any failure of such claim and a reasonable estimate Indemnified Party to notify Indemnitors of the amount thereof, to the extent known (such notice, an “Indemnification Notice”); provided, however, that the failure to provide such notice matter shall not release impair or reduce the Indemnifying Party from any obligations of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party Indemnitors hereunder. The Indemnified Parties shall have the right to defend and settleright, at the reasonable expense of Indemnitors (which expense shall be included in Costs), if an Indemnified Party has reason to believe that its own expense and interests are not being adequately represented or diverge from other interests being represented by its own such counsel, to employ separate counsel in any such matter as long as the Indemnifying Party pursues the same diligently action and in good faith. If the Indemnifying Party undertakes to defend or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense thereof at such Indemnitor's sole cost and expense. In the event Indemnitors shall fail to discharge or undertake to defend any Indemnified Party against any Claim, such failure shall constitute an Event of Default and the Indemnified Party may, at its sole election, defend or settle such Claim. The liability of Indemnitors to such Indemnified Party hereunder for any settlement by such Indemnified Party shall be conclusively established by any settlement entered into by the Indemnified Party in good faith. The amount of Indemnitors' liability hereunder shall include the settlement consideration and all other Costs, which shall be paid by the Indemnitors as hereinafter provided. Costs incurred in connection with a Claim shall be reimbursed by Indemnitors without the requirement of waiting for the ultimate outcome of such asserted liability and the negotiations of the settlement thereof and Claim. (b) if (1) the Indemnifying Party hasIndemnitors shall not, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the prior written consent of the Indemnified PersonParty, unless which consent will not be unreasonably withheld, conditioned or delayed, settle or compromise any Claim in any manner or consent to the settlement thereof imposes no liability entry of any judgment (i) in which the claimant or obligation on, and includes a complete release from liability of, and plaintiff does not include any admission of wrongdoing or malfeasance by, unconditionally release the Indemnified PersonParty from all liability and obligations in respect of such Claim and obtain a dismissal of such Claim with prejudice; or (ii) that may adversely affect the Indemnified Party (as determined in the reasonable discretion of such Indemnified Party) or obligate the Indemnified Party to pay any sum or perform any obligation. (c) Indemnitors shall pay to the applicable Indemnified Party any and all Costs within fifteen (15) days after written notice from such Indemnified Party. All Costs shall be immediately reimbursable to the Indemnified Party or, upon request of the Indemnified Party, paid directly to the party sending a ▇▇▇▇ or other statement to the Indemnified Party. Any Costs not paid within the aforementioned fifteen (15) day period shall bear interest at the Default Rate from the date incurred until the date paid in full.

Indemnification Procedures. (ia) Any Indemnified Person Whenever any Indemnitee shall promptly (and, in any event, within 30 days have actual knowledge of the assertion of a third party claim) Claim against it, such Indemnitee shall notify the applicable Indemnifying Party appropriate member of the Company Group in writing of any pending the Claim (the “Notice of Claim”) with reasonable promptness after such Indemnitee has such knowledge relating to such Claim; provided the failure or threatened claim or demand that the Indemnified Person has determined would reasonably be expected delay of such Indemnitee to give rise such Notice of Claim shall not relieve any Indemnifying Party of its indemnification obligations under this Agreement except to the extent that such omission results in a failure of actual notice to it and it is materially injured as a result of the failure to give such Notice of Claim. The Notice of Claim shall specify all material facts known to such right of indemnification (including a pending Indemnitee relating to such Claim and the monetary amount or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable an estimate of the monetary amount thereofof the Obligation involved if such Indemnitee has knowledge of such amount or a reasonable basis for making such an estimate. The Indemnifying Parties shall, at their expense, undertake the defense of such Claim with attorneys of their own choosing reasonably satisfactory in all respects to such Indemnitee, subject to the right of such Indemnitee to undertake such defense as hereinafter provided. An Indemnitee may participate in such defense with counsel of such Indemnitee’s choosing at the expense of the Indemnifying Parties. In the event that the Indemnifying Parties do not undertake the defense of the Claim within a reasonable time after such Indemnitee has given the Notice of Claim, or in the event that such Indemnitee shall in good faith determine that the defense of any claim by the Indemnifying Parties is inadequate or may conflict with the interest of any Indemnitee (including without limitation, Claims brought by or on behalf of any member of the Company Group), such Indemnitee may, at the expense of the Indemnifying Parties and after giving notice to the Indemnifying Parties of such action, undertake the defense of the Claim and compromise or settle the Claim, all for the account of and at the risk of the Indemnifying Parties. In the defense of any Claim against an Indemnitee, no Indemnifying Party shall, except with the prior written consent of such Indemnitee, consent to entry of any judgment or enter into any settlement that includes any injunctive or other non-monetary relief or any payment of money by such Indemnitee, or that does not include as an unconditional term thereof the giving by the Person or Persons asserting such Claim to such Indemnitee of an unconditional release from all liability on any of the matters that are the subject of such Claim and an acknowledgement that Indemnitee denies all wrongdoing in connection with such matters. The Indemnifying Parties shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Claim if such settlement is effected by such Indemnitee without the prior written consent of the Company (on behalf of all Indemnifying Parties), which shall not be unreasonably withheld. In each case, each Indemnitee seeking indemnification hereunder will cooperate with the Indemnifying Parties, so long as an Indemnifying Party is conducting the defense of the Claim, in the preparation for and the prosecution of the defense of such Claim, including making available evidence within the control of such Indemnitee, as the case may be, and persons needed as witnesses who are employed by such Indemnitee, as the case may be, in each case as reasonably needed for such defense and at cost, which cost, to the extent known (such noticereasonably incurred, an “Indemnification Notice”); provided, however, that the failure to provide such notice shall not release be paid by the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival PeriodParties. (iib) Upon An Indemnitee shall notify the Indemnifying Parties in writing of the amount requested for advances (“Notice of Advances”). The Indemnifying Parties hereby agree to advance reasonable costs and Expenses incurred by any Indemnitee in connection with any Claim (but not for any Claim initiated or brought voluntarily by an Indemnitee other than a Proceeding pursuant to Section 2(c)) in advance of the final disposition of such Claim without regard to whether Indemnitee will ultimately be entitled to be indemnified for such costs and expenses upon receipt of an Indemnification Notice, undertaking by or on behalf of such Indemnitee to repay amounts so advanced if it shall ultimately be determined in a decision of a court of competent jurisdiction from which no appeal can be taken that such Indemnitee is not entitled to be indemnified by the Indemnifying Party Parties as authorized by this Agreement. The Indemnifying Parties shall have the right to defend and settle, at its own expense and by its own counsel, any make payment of 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in advances no event later than 10 days after the receipt of the Indemnification Notice, Notice of Advances. (c) An Indemnitee shall notify the Indemnified Person Indemnifying Parties in writing of its intention the amount of any Claim actually paid by such Indemnitee (the “Notice of Payment”). The amount of any Claim actually paid by such Indemnitee shall bear simple interest at the rate equal to do sothe JPMorgan Chase Bank, and N.A. prime rate as of the Indemnified Person shall cooperate with date of such payment plus 2% per annum, from the date the Indemnifying Party and its counsel in all commercially reasonable respects in Parties receive the defense thereof and Notice of Payment to the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with date on which any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by repay the Indemnified Person in connection with any defense or settlement amount of such asserted liability; provided, however, that the Indemnified Person Claim plus interest thereon to such Indemnitee. The Indemnifying Parties shall be entitled (a) at its expense, make indemnification payments to participate in the defense of such asserted liability and the negotiations Indemnitee no later than 30 days after receipt of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days Notice of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonPayment.

Indemnification Procedures. A party seeking indemnification (ithe “Indemnitee”) Any Indemnified Person shall promptly use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (and, in any event, within 30 days the “Indemnitor”) of the assertion of a third party claimclaim for indemnification, but in no event longer than twenty (20) notify days after service of process in the applicable Indemnifying Party in writing of any pending or threatened claim or demand that event litigation is commenced against the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted Indemnitee by a third party against party. No such notice of assertion of a claim shall satisfy the Indemnified Person), specifying requirements of this Section 7.5 unless it describes in reasonable detail and in good faith the nature facts and basis of such claim and a reasonable estimate of the amount thereofcircumstances, to the extent known (such noticeby Indemnitee, an “Indemnification Notice”); provided, however, that upon which the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party asserted claim for indemnification is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faithbased. If the Indemnifying Party undertakes to defend any action or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person proceeding shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person brought in connection with any defense liability or settlement claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of provisional relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to participate in defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of such asserted liability any indemnified matter. The Indemnitee agrees to use reasonable efforts to cooperate with the Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party arising out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity Indemnitor shall thereupon be subrogated with respect to Taxes) failed (x) to assume the defense such claim or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests claims of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonIndemnitee.

Indemnification Procedures. (ia) Any Indemnified Person If any action shall be brought against Lender based upon any of the matters for which Lender is indemnified hereunder, Lender shall notify Indemnitor in writing thereof and Indemnitor shall promptly (andassume the defense thereof, in any eventincluding, within 30 days without limitation, the employment of a third party claim) notify counsel acceptable to Lender and the applicable Indemnifying Party in writing negotiation of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”)settlement; provided, however, that the any failure of Lender to provide notify Indemnitor of such notice matter shall not release impair or reduce the Indemnifying Party from any obligations of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party Indemnitor hereunder. Lender shall have the right to defend and settleright, at its own the expense and by its own counselof Indemnitor (which expense shall be included in Costs), to employ separate counsel in any such matter as long as the Indemnifying Party pursues the same diligently action and in good faith. If the Indemnifying Party undertakes to defend or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense thereof. In the event Indemnitor shall fail to discharge or undertake to defend Lender against any claim, loss or liability for which Lender is indemnified hereunder, Lender may, at its sole option and election, defend or settle such claim, loss or liability. The liability of Indemnitor to Lender hereunder shall be conclusively established by such settlement, provided such settlement is made in good faith, the amount of such asserted liability to include both the settlement consideration and the negotiations of costs and expenses, including, without limitation reasonable attorney’s fees and disbursements, incurred by Lender in effecting such settlement. In such event, such settlement consideration, costs and expenses shall be included in Costs and Indemnitor shall pay the same as hereinafter provided. Lender’s good faith in any such settlement shall be conclusively established if the settlement thereof and is made on the advice of independent legal counsel for Lender. (b) if Indemnitor shall not, without the prior written consent of Lender: (1i) the Indemnifying Party hassettle or compromise any action, within 10 Business Days of receipt of an Indemnification Notice involving a third party suit, proceeding or claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel consent to the Indemnified Person shall have concluded entry of any judgment that there may be reasonable defenses available does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person that are different Lender of a full and complete written release of Lender (in form, scope and substance satisfactory to Lender in its sole discretion) from or all liability in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense respect of such action, suit, proceeding or claim and a dismissal with the expenses and fees prejudice of such separate counsel action, suit, proceeding or claim; or (ii) settle or compromise any action, suit, proceeding or claim in any manner that may adversely affect Lender or obligate Lender to pay any sum or perform any obligation as determined by Lender in its sole discretion. (c) All Costs shall be immediately reimbursable to Lender when and as incurred and, in the event of any litigation, claim or other expenses related proceeding, without any requirement of waiting for the ultimate outcome of such litigation, claim or other proceeding, and Indemnitor shall pay to Lender any and all Costs within ten (10) days after written notice from Lender itemizing the amounts thereof incurred to the date of such participation notice. In addition to any other remedy available for the failure of Indemnitor to periodically pay such Costs, such Costs, if not paid within said ten-day period, shall bear interest at the Default Interest Rate (as defined in the Note) and such costs and interest shall be reimbursed additional indebtedness of Borrower secured by the Indemnifying Party as incurred. Notwithstanding any Security Instrument and by the other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent Loan Documents securing all or part of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonLoan.

Indemnification Procedures. (ia) Any In order for any Subscribers Indemnified Person shall promptly Party or a Company Indemnified Party (andeither one, in as applicable, “Indemnified Party”) to be entitled to any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that indemnification provided under this Section 7 the Indemnified Person has determined would Party must give reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis prompt written notice of such claim and a reasonable estimate of the amount thereof, (“Claim Notice”) to the extent known party from whom indemnification is sought (such notice, an “Indemnification NoticeIndemnifying Party”); provided, however, that so long as such Claim Notice is given within the failure to provide applicable time period set forth in Section 7.1, no delay on the part of the Indemnified Party in giving any such notice Claim Notice shall not release relieve the Indemnifying Party from of any of its obligations under this Article 6 except indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by reason of such failure; delay. Each Claim Notice shall be in writing and (i) shall specify in reasonable detail the basis for indemnification claimed by the Indemnified Party, (ii) shall include copies of all available material written evidence thereof, provided further that notices for claims if such Claim Notice is being given with respect to a Third Party Claim, such Claim Notice shall describe in respect reasonable detail such Third Party Claim and shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party, and (iii) shall specify the amount of (or if not finally determined, a breach of a representationgood faith estimate of) the Losses being incurred by, warrantyor imposed upon, covenant or agreement must be delivered prior to the expiration Indemnified Party on account of the applicable Survival Periodbasis for the claim for indemnification. (iib) Upon Promptly after receipt by an Indemnified Party of written notice of the assertion of a claim by any Person who is not a party to this Agreement (a “Third Party Claim”) that may give rise to a claim for indemnification against an Indemnification NoticeIndemnifying Party under this Section 7, the Indemnified Party shall give reasonably prompt written notice thereof in the form of a Claim Notice to the Indemnifying Party pursuant to Section 7.3(a). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such Third Party Claim. (c) The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice and to defend against, negotiate, settle or otherwise handle any Third Party Claim that is the subject of a Claim Notice given by or on behalf of any Indemnified Party. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise handle any such Third Party Claim, it shall, as soon as reasonably practicable, but in any event within a term of thirty (30) days following the date of delivery by the Indemnified Party of the Claim Notice with respect to such Third Party Claim (the “Dispute Period”), notify the Indemnified Party of its intent to do so; provided, that such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that seeks an injunction or other equitable relief against the Indemnified Party and, in the reasonable opinion of outside counsel to the Indemnified Party, cannot reasonably be separated from any related claim for money damages. If such injunction or other equitable relief portion of such Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall have be entitled to assume the right defense of the portion relating to defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faithmoney damages. If the Indemnifying Party undertakes elects to defend against, negotiate, settle with or settle otherwise handle any Third Party Claim within the matter described in the applicable Indemnification NoticeDispute Period, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person shall cooperate with the Indemnifying Party and its may retain separate co-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 Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to sole cost and expense and participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Third Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurredClaim. Notwithstanding any other provision of this AgreementAgreement to the contrary, the Indemnifying Party shall not settle consent to the entry of any indemnified claim Judgment or enter into any compromise or settlement with respect to a Third Party Claim without the prior written consent of the Indemnified PersonParty (which consent shall not be unreasonably withheld, conditioned or delayed) unless such Judgment, compromise or settlement involves solely the settlement thereof imposes no liability payment of money, without any finding or obligation onadmission of any violation of Law or admission of any wrongdoing by the Indemnified Party. (d) If the Indemnifying Party elects not to, and includes a complete release from liability of, and or does not include elect within the Dispute Period to, defend against, negotiate, settle or otherwise handle any admission of wrongdoing or malfeasance byThird Party Claim, the Indemnified PersonParty may defend against, negotiate, settle or otherwise handle such Third Party Claim and seek indemnification from the Indemnifying Party for any and all Losses (subject to the limitations set forth in Section 7 (including Section 7.4)) based upon, arising from or relating to such Third Party Claim; provided, that the Indemnified Party shall not consent to the settlement of, or the entry of any Judgment arising out of or in connection with, any Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (e) The Indemnified Party and the Indemnifying Party shall reasonably cooperate with each other in connection with the defense, negotiation or settlement of any Third Party Claim, including the retention and, upon request, 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 explanations of any materials provided hereunder in a timely manner.

Indemnification Procedures. (ia) Any Indemnified Person If any action shall be brought against Lender based upon any of the matters for which Lender is indemnified hereunder, Lender shall notify Indemnitor in writing thereof and Indemnitor shall promptly (andassume the defense thereof, in any eventincluding, within 30 days without limitation, the employment of a third party claim) notify counsel reasonably acceptable to Lender and the applicable Indemnifying Party in writing negotiation of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”)settlement; provided, however, that the any failure of Lender to provide notify Indemnitor of such notice matter shall not release impair or reduce the Indemnifying Party from any obligations of its obligations under this Article 6 except to Indemnitor hereunder unless the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party same would prejudice Indemnitor’s defense. Lender shall have the right to defend and settleright, at its own the expense of Indemnitor (which shall include reasonable attorneys’ fees and by its own counselexpenses and shall be included in Costs), to employ separate counsel in any such matter as long as the Indemnifying Party pursues the same diligently action and in good faith. If the Indemnifying Party undertakes to defend or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense thereof. In the event Indemnitor shall fail to discharge or undertake to defend Lender against any claim, loss or liability for which Lender is indemnified hereunder, Lender may, at its sole option and election, defend or settle such claim, loss or liability. The liability of Indemnitor to Lender hereunder shall be conclusively established by such settlement, provided such settlement is made in good faith, the amount of such asserted liability to include both the settlement consideration and the negotiations of costs and expenses, including, without limitation, reasonable attorneys’ fees (including but not limited to appellate fees and fees for all paralegals, legal assistants and other paraprofessionals) and disbursements, incurred by Lender in effecting such settlement. In such event, such settlement consideration, costs and expenses shall be included in Costs and Indemnitor shall pay the same as hereinafter provided. Lender’s good faith in any such settlement shall be conclusively established if the settlement thereof and is made on the advice of outside independent legal counsel for Lender. (b) if No Indemnitor shall, without the prior written consent of Lender: (1i) the Indemnifying Party hassettle or compromise any action, within 10 Business Days of receipt of suit, proceeding or claim relating to an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense indemnified obligation or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel consent to the Indemnified Person shall have concluded entry of any judgment that there may be reasonable defenses available does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person that are different Lender of a full and complete written release of Lender (in form, scope and substance satisfactory to Lender in its sole discretion) from or all liability in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense respect of such action, suit, proceeding or claim and a dismissal with the expenses and fees prejudice of such separate counsel action, suit, proceeding or claim; or (ii) settle or compromise any action, suit, proceeding or claim relating to an indemnified obligation in any manner that may adversely affect Lender or obligate Lender to pay any sum or perform any obligation as determined by Lender in its sole discretion. (c) All Costs shall be immediately reimbursable to Lender when and as incurred and, in the event of any litigation, claim or other expenses related proceeding, without any requirement of waiting for the ultimate outcome of such litigation, claim or other proceeding, and Indemnitor shall pay to Lender any and all Costs within ten (10) days after written notice from Lender itemizing the amounts thereof incurred to the date of such participation notice. In addition to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision remedy available for the failure of this AgreementIndemnitor to periodically pay such Costs, such Costs, if not paid within said ten (10) day period, shall bear interest at the Indemnifying Party shall not settle any indemnified claim without Default Interest Rate (as defined in the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonNote).

Indemnification Procedures. (i) Any Indemnified Person shall promptly (and, in If any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing of any pending action or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification proceeding (including a pending any governmental investigation or threatened claim inquiry) shall be brought or demand asserted by a third party against the an Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims Holder in respect of a breach which indemnity may be sought from the Company, such Indemnified Holder shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of a representation, warranty, covenant or agreement must be delivered prior counsel reasonably satisfactory to such Indemnified Holder and the expiration payment of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party all expenses. Such Indemnified Holder shall have the right to defend and settle, at its own expense and by its own counsel, employ separate counsel in any such matter as long as the Indemnifying Party pursues the same diligently action and in good faith. If the Indemnifying Party undertakes to defend or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects participate in the defense thereof thereof, but the fees and expenses of such separate counsel shall be the expense of such Indemnified Holder unless (i) the Company has agreed to pay such fees and expenses, (ii) the Company shall have failed to assume the defense of such action or proceeding or has failed to employ counsel satisfactory to such Indemnified Holder in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Holder and the settlement thereofCompany, and such Indemnified Holder shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Holder that are different from or additional to those available to the Company. Such cooperation If such Indemnified Holder notifies the Company in writing that it elects to employ separate counsel at the expense of the Company as permitted by the provisions of the preceding paragraph, the Company shall include furnishing not have the Indemnifying Party right to assume the defense of such action or proceeding on behalf of such Indemnified Holder. The foregoing notwithstanding, the Company shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for such Indemnified Holder and any other Indemnified Holders (which firm shall be designated in writing by such Indemnified Holders) in connection with any books, records and other information reasonably requested by the Indemnifying Party and one such action or proceeding or separate but substantially similar or related actions or proceedings in the Indemnified Person’s possession or control. Such cooperation same jurisdiction arising out of the Indemnified Person shall be at the cost of the Indemnifying Partysame general allegations or circumstances. After the Indemnifying Party has notified the Indemnified Person of its intent 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 The Company shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of any such asserted liability; providedaction or proceeding effected without its written consent, howeverbut if settled with its written consent, that or if there be a final judgment for the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants plaintiff in any such action include both or proceeding, the Company agrees to indemnify and hold harmless such Indemnified Person Holders from and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from against any loss or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense liability by reason 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personjudgment.

Indemnification Procedures. (i) Any Indemnified Person shall promptly (and, in any With respect to each event, within 30 occurrence or matter (an “Indemnification Matter”) as to which Quoin or Licensee, as the case may be (the “Indemnitee”) is entitled to indemnification from the other Party (the “Indemnitor”) under this Section 10: 10.3.1. Within ten (10) days of after the Indemnitee receives written documents underlying the Indemnification Matter or, if the Indemnification Matter does not involve a third party claim) notify the applicable Indemnifying Party in writing of any pending or threatened action, suit, claim or demand that demand, promptly after the Indemnified Person Indemnitee first has determined would reasonably be expected actual knowledge of the Indemnification Matter, the Indemnitee shall give notice to give rise to such right the Indemnitor of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the Indemnification Matter and the amount thereof, to the extent known demanded or claimed in connection therewith (such notice, an “Indemnification Notice”); provided, however, that the failure to provide together with copies of any such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Periodwritten documents. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith10.3.2. If the Indemnifying Party undertakes to defend a third party action, suit, claim or settle the matter described in the applicable Indemnification Noticedemand is involved, it shall promptlythen, and in no event later than 10 days after upon receipt of the Indemnification Notice, notify the Indemnified Person Indemnitor shall, at its expense and through counsel of its intention choice, promptly assume and have sole control over the litigation, defense or settlement (the “Defense”) of the Indemnification Matter, except that (i) the Indemnitee may, at its option and expense and through counsel of its choice, participate in (but not control) the Defense; (ii) if the Indemnitee reasonably believes that the handling of the Defense by the Indemnitor may have a material adverse effect on the Indemnitee, its business or financial condition, or its relationship with any customer, prospect, supplier, employee, salesman, consultant, agent or representative, then the Indemnitee may, at its option and expense and through counsel of its choice, assume control of the Defense, provided that the Indemnitor shall be entitled to do participate in the Defense at its expense and through counsel of its choice; (iii) the Indemnitor shall not consent to any Judgment, or agree to any settlement, without the Indemnitee’s prior written consent; and (iv) if the Indemnitor does not promptly assume control over the Defense or, after doing so, does not continue to prosecute the Defense in good faith, the Indemnitee may, at its option and through counsel of its choice, but at the Indemnitor’s expense, assume control over the Defense. In any event, the Indemnitor and the Indemnified Person Indemnitee shall fully cooperate with each other in connection with the Indemnifying Party and its counsel in Defense including by furnishing 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 available documentary or other information evidence as is reasonably requested by the Indemnifying Party and in other. 10.3.3. All amounts owed by the Indemnified Person’s possession or control. Such cooperation of Indemnitor to the Indemnified Person Indemnitee (if any) shall be at paid in full within fifteen (15) business days after a final Judgment (without further right of appeal) determining the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend amount owed is rendered, or settle any such asserted liability, and for so long after a final settlement or agreement as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personamount owed is executed.

Indemnification Procedures. A Party which intends to claim indemnification under Section 11.1 or 11.2 of this Agreement (ithe “Indemnitee”) Any Indemnified Person shall will promptly (and, in any event, within 30 days of a third party claim) notify the applicable Indemnifying other Party (the “Indemnitor”) in writing of any pending claim, lawsuit or threatened other action in respect of which the Indemnitee or any of its directors, officers, employees, and Affiliates intend to claim or demand that such indemnification within a reasonable period of time after the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis assertion of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”)claim; provided, however, that the failure to provide written notice of such notice shall claim within a reasonable period of time will not release relieve the Indemnifying Party from Indemnitor of any of its obligations under this Article 6 hereunder, except to the extent that the Indemnifying Party Indemnitor is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior failure to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall provide prompt notice. The Indemnitor will have the right to defend and settleassume the complete control of the defense, compromise or settlement of any such claim without the prior written consent of such Indemnitee (although no settlement will be entered into concerning or affecting the validity or enforceability of (a) the Licensed Technology or the Product Trademarks without the written consent of POZEN or (b) the Xcel Technology without the written consent of Xcel). The Indemnitor will, if it elects to assume control, at its own expense and by its own counselemploy legal counsel to defend the claim at issue. At any time after the Indemnitor has assumed defense of a claim, the Indemnitor may exercise, on behalf of the Indemnitee, any such matter as long as rights which may mitigate the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend extent or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement amount of such asserted liabilityclaim; provided, however, that the Indemnified Person shall be entitled Indemnitee: (ax) may, in its sole discretion and at its own expense, employ legal counsel to participate represent it (in addition to the legal counsel employed by the Indemnitor) in any such matter, and in such event legal counsel selected by the Indemnitee will be required to confer and cooperate with such counsel of the Indemnitor in such defense, compromise or settlement for the purpose of informing and sharing information with the Indemnitor; (y) will, at its own expense, make available to Indemnitor those employees, officers and directors of Indemnitee whose assistance, testimony or presence is necessary, useful or appropriate to assist the Indemnitor in evaluating and in defending any such claim; provided, however, that any such access will be conducted in such a manner as not to interfere unreasonably with the operations of the businesses of Indemnitee; and (z) will otherwise fully cooperate with the Indemnitor and its legal counsel in the investigation and defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personclaim.

Indemnification Procedures. (i) Any Promptly upon receipt by any Indemnified Person shall promptly (and, in any event, within 30 days of a third party claim) notify notice of the applicable Indemnifying Party in writing commencement of any pending suit, action, claim, proceeding or threatened claim or demand that the governmental investigation against any such Indemnified Person, such Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including will, if a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representationsuch suit, warrantyaction, covenant claim, proceeding or agreement must investigation is to be delivered prior to made against the expiration Titling Trust Administrator under Section 10.2(a), notify the Titling Trust Administrator of the applicable Survival Period. (ii) Upon receipt commencement of an Indemnification Noticesuch suit, action, claim, proceeding or investigation. The Titling Trust Administrator may participate in and assume the Indemnifying Party shall have the right to defend defense and settlesettlement of any such suit, action, claim, proceeding or investigation at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptlyexpense, and in no event later than 10 days after receipt settlement of such suit, action, claim, proceeding or investigation may be made without the approval of the Indemnification NoticeTitling Trust Administrator and such Indemnified Person, notify which approvals will not be unreasonably withheld or delayed. After notice from the Titling Trust Administrator to the Indemnified Person of its the Titling Trust Administrator’s intention to do so, and the Indemnified Person shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in assume the defense thereof and the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party of such suit, action, claim, proceeding or investigation with any books, records and other information counsel reasonably requested by the Indemnifying Party and in satisfactory to the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues Titling Trust Administrator so assumes the defense of such defensesuit, action, claim, proceeding or investigation in a manner reasonably satisfactory to the Indemnified Person, as applicable, the Indemnifying Party shall Titling Trust Administrator will not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that unless there may be reasonable defenses available is a conflict between the interests of the Titling Trust Administrator and an Indemnified Person, in which case the Titling Trust Administrator will pay for the separate counsel to the Indemnified Person that are different from or in addition to those available which is reasonably satisfactory to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonTitling Trust Administrator.

Indemnification Procedures. (i) Any Indemnified Person Developer shall promptly (andassume full and complete responsibility for the investigation, in defense, compromise and settlement of any eventclaim, suit or action arising out of or relating to the indemnified matters following written notice thereof from the City, RDA or DDL Holdings, LLC, which notice shall be given by the City, RDA or DDL Holdings, LLC, as the case maybe, within 30 ten (10) days of a third party claim) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis knowledge of such claim claim, suit or action by the party giving such notice. Failure to provide such timely notice shall not eliminate Developer’s indemnification obligations to the City, RDA and a reasonable estimate of the amount thereofDDL Holdings, LLC unless, and only to the extent known (to which, such noticefailure has substantially prejudiced Developer. Notwithstanding the foregoing, an “Indemnification Notice”in its sole discretion and at its expense, the City, RDA and DDL Holdings, LLC may participate in or defend or prosecute, through their own counsel(s), any claim suit or action for which any of them is entitled to indemnification by Developer; provided, however, that if the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party City, RDA or DDL Holdings, LLC is materially prejudiced by such failure; provided further that notices for claims advised in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and writing by its own counsel, any such matter as long as respective legal counsel that there is a conflict between the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt positions of the Indemnification Notice, notify the Indemnified Person of its intention to do so, Developer and the Indemnified Person shall cooperate with the Indemnifying Party City, RDA and its counsel DDL Holdings, LLC, as appropriate, 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 Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in conducting the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense action or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable are legal defenses available to the Indemnified Person that are City, RDA or DDL Holdings, LLC different from or in addition to those available to Developer, then respective legal counsel for the Indemnifying Party City, RDA or if DDL Holdings, LLC, at Developer’s expense, shall be entitled to conduct the defense only to the extent necessary to protect the interests of the Indemnified Person reasonably may be deemed to conflict with City, RDA or DDL Holdings, LLC. Developer shall not enter into any compromise or settlement without the interests prior written consent of the Indemnifying PartyCity, then RDA or DDL Holdings, LLC, as appropriate, which consent shall not be unreasonably withheld. The absence of a complete and general release of all claims against the Indemnified Person City, RDA or DDL Holdings, LLC, as the case may be, shall have be reasonable grounds for the right City, RDA or DDL Holdings, LLC to select refuse to provide written consent to a separate counsel and to compromise or settlement. If Developer does not assume such legal defense and otherwise to participate in the defense of such claim, suit or action, with Developer shall reimburse the City, RDA and DDL Holdings, LLC for the reasonable fees and expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed the respective counsel(s) retained by the Indemnifying Party as incurred. Notwithstanding any other provision of this AgreementCity, by RDA and by DDL Holdings, LLC, and shall be bound by the Indemnifying Party results obtained by the City, RDA and DDL Holdings, LLC; provided, however, that no such claim, suit or action shall be settled without Developer’s prior written consent, which consent shall not settle any indemnified claim without the consent be unreasonably withheld. The absence of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete and general release from liability of, and does not include any admission of wrongdoing all claims against Developer shall be reasonable grounds for Developer to refuse to provide written consent to a compromise or malfeasance by, the Indemnified Personsettlement.

Indemnification Procedures. (ia) Any Indemnified Person Whenever any Indemnitee shall promptly (and, in any event, within 30 days have actual knowledge of the reasonable likelihood of the assertion of a third party claimClaim, Manager (acting on its own behalf or, if requested by any such Indemnitee other than itself, on behalf of such Indemnitee) or such Indemnitee shall notify the applicable Indemnifying Party appropriate member of the Company Group in writing of any pending the Claim (the “Notice of Claim”) with reasonable promptness after such Indemnitee has such knowledge relating to such Claim and has notified Manager thereof. The Notice of Claim shall specify all material facts known to Manager (or threatened claim or demand if given by such Indemnitee, such Indemnitee) that the Indemnified Person has determined would reasonably be expected to may give rise to such right of indemnification (including a pending Claim and the monetary amount or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable an estimate of the monetary amount thereofof the Obligation involved if Manager (or if given by such Indemnitee, such Indemnitee) has knowledge of such amount or a reasonable basis for making such an estimate. The failure of Manager to the extent known (give such notice, an “Indemnification Notice”); provided, however, that the failure to provide such notice Notice of Claim shall not release the relieve any Indemnifying Party from any of its respective indemnification obligations under this Article 6 Agreement except to the extent that such omission results in a failure of actual notice to it and it is materially injured as a result of the failure to give such Notice of Claim. The Indemnifying Parties shall, at their expense, undertake the defense of such Claim with attorneys of their own choosing reasonably satisfactory in all respects to Manager. Manager may participate in such defense with counsel of Manager’s choosing at the expense of the Indemnifying Party Parties. In the event that none of the Indemnifying Parties undertake the defense of the Claim within a reasonable time after Manager has given the Notice of Claim, or in the event that Manager shall in good faith determine that the defense of any claim by the Indemnifying Parties is materially prejudiced by such failure; provided further that notices for claims in respect inadequate or may conflict with the interest of a breach any Indemnitee, Manager may, at the expense of a representation, warranty, covenant or agreement must be delivered prior the Indemnifying Parties and after giving notice to the expiration Indemnifying Parties of such action, undertake the defense of the applicable Survival Period. (ii) Upon receipt Claim and compromise or settle the Claim, all for the account of an Indemnification Noticeand at the risk of the Indemnifying Parties. In the defense of any Claim, the Indemnifying Party Parties shall have not, except with the right prior written consent of Manager, consent to defend entry of any judgment or enter into any settlement that includes any injunctive or other non-monetary relief, or that does not include as an unconditional term thereof the giving by the Person or Persons asserting such Claim to such Indemnitee of a release from all liability with respect to such Claim. In each case, Manager and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person shall each other Indemnitee seeking indemnification hereunder will 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 furnishing the Indemnifying Party with any booksParties, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defenseParties are conducting the defense of the Claim, in the Indemnifying Party shall not be liable preparation for any additional legal expenses incurred by and the Indemnified Person in connection with any defense or settlement prosecution of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability Claim, including making available evidence within the control of Manager or such Indemnitee, as the case may be, and persons needed as witnesses who are employed by Manager or such Indemnitee, as the negotiations of case may be, in each case as reasonably needed for such defense and at cost, which cost, to the settlement thereof and extent reasonably incurred, shall be paid by the Indemnifying Parties. (b) The Indemnifying Parties hereby agree to advance reasonable costs and expenses, including attorney’s fees, incurred by Manager (acting on its own behalf or, if (1requested by any such Indemnitee other than itself, on behalf of such Indemnitee) or any Indemnitee in defending any Claim in advance of the Indemnifying Party has, within 10 Business Days final disposition of such Claim upon receipt of an Indemnification Notice involving a third party claim (other than a claim undertaking by a Governmental Entity with respect or on behalf of Manager or such Indemnitee to Taxes) failed (x) to assume the defense repay amounts so advanced if it shall ultimately be determined that Manager or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 Indemnitee is not entitled to be reimbursed indemnified by the any Indemnifying Party as incurred. Notwithstanding any other provision of authorized by this Agreement. (c) Manager shall notify the Indemnifying Parties in writing of the amount of any Claim actually paid by Manager (the “Notice of Payment”). The amount of any Claim actually paid by Manager shall bear simple interest at the rate equal to the JPMorgan Chase Bank, N.A. prime rate as of the date of such payment plus 2% per annum, from the date any Indemnifying Party receives the Notice of Payment to the date on which any Indemnifying Party shall not settle any indemnified claim without repay the consent amount of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personsuch Claim plus interest thereon to Manager.

Indemnification Procedures. (ia) Any claim by an Indemnified Person on account of any Losses which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted (and may only be asserted) by the Indemnified Person by giving the Indemnifying Person prompt written notice thereof. Such notice by the Indemnified Person shall promptly describe the Direct Claim in reasonable detail, shall include copies of all written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Losses that have been or may be sustained by the Indemnified Person. The Indemnifying Person shall have fifteen (and, in any event, within 30 days 15) Business Days after its receipt of a third party claim) notify the applicable Indemnifying Party such notice to respond in writing of any pending or threatened claim or demand that to such Direct Claim. During such fifteen (15) Business Day-period, the Indemnified Person has determined would reasonably be expected shall allow the Indemnifying Person and its advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Person shall reasonably assist the Indemnifying Person’s investigation by giving such right of indemnification information and assistance (including a pending access to their premises and personnel and the right to examine and copy any accounts, documents or threatened records) as the Indemnifying Person, or any of its advisors, may reasonably request. If the Indemnifying Person does not so respond within such fifteen (15) Business Day-period, the Indemnifying Person shall be deemed to have rejected such Direct Claim, in which case the Indemnified Person may pursue such other remedies as may be available for the benefit of the Indemnified Person on the terms and subject to the provisions of this Agreement. (b) If the Indemnified Person receives notice of the assertion or commencement of any action, suit, claim or demand asserted other legal proceeding made or brought by any Person who is not a third party Party to this Agreement or an Affiliate of a Party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Person with respect to which the Indemnifying Person is obligated to provide indemnification under this Agreement, the Indemnified Person shall give the Indemnifying Person prompt written notice thereof. The failure to give such prompt written notice shall not, in and of itself, however, relieve the Indemnifying Person of its indemnification obligations, except and only to the extent that the Indemnifying Person forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Person shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Losses that have been or may be sustained by the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”); provided, however, that the failure to provide such notice shall not release the . The Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party Person shall have the right to defend and settleparticipate in, or by giving written notice to the Indemnified Person, to assume the defense of any Third-Party Claim (to the extent permitted by applicable Law) at its own the Indemnifying Person’s expense and by its the Indemnifying Person’s own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person shall cooperate with in good faith in such defense. In the event that the Indemnifying Party and its counsel in all commercially reasonable respects in Person assumes the defense thereof and the settlement thereof. Such cooperation of any Third-Party Claim, it shall include furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in promptly notify the Indemnified Person’s possession , and the Indemnifying Person shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or control. Such cooperation make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Person shall be at the cost of Person. If the Indemnifying Party. After the Indemnifying Person elects not to compromise or defend such Third-Party has notified the Indemnified Person of its intent Claim or fails to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by promptly notify the Indemnified Person in connection with any defense or settlement writing of such asserted liability; providedits election to defend as provided in this Agreement, however, that the Indemnified Person may pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim and for which the Indemnifying Person would otherwise be liable for under this Agreement. So long as one Party controls the defense of a Third-Party Claim, the other Party shall be entitled (a) have the right, at its own cost and expense, to participate in the defense of the Third-Party Claim with counsel selected by such asserted liability and the negotiations of the settlement thereof and (b) if (1) the other Party. The Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonable defenses available to reasonably necessary for the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests preparation of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 Third-Party as incurred. Claim. (c) Notwithstanding any other provision of this Agreement, the Indemnifying Party Person shall not settle enter into settlement of any indemnified claim Third-Party Claim without the prior written consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does which shall not include any admission of wrongdoing or malfeasance by, the Indemnified Personbe unreasonably withheld.

Indemnification Procedures. (i) Any Indemnified Person shall promptly (and, in If any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing of any pending action or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification proceeding (including a pending any governmental investigation or threatened claim inquiry) shall be brought or demand asserted by a third party against the an Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims Holder in respect of a breach which indemnity may be sought from the Company, such Indemnified Holder shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of a representation, warranty, covenant or agreement must be delivered prior counsel reasonably satisfactory to such Indemnified Holder and the expiration payment of the applicable Survival Period. all reasonable expenses (ii) Upon receipt including expenses of an Indemnification Notice, the Indemnifying Party such counsel). Such Indemnified Holder shall have the right to defend and settle, at its own expense and by its own counsel, employ separate counsel in any such matter as long as the Indemnifying Party pursues the same diligently action and in good faith. If the Indemnifying Party undertakes to defend or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects participate in the defense thereof thereof, but the fees and expenses of such separate counsel shall be the expense of such Indemnified Holder unless (i) the Company has agreed to pay such fees and expenses, (ii) the Company shall have failed to diligently defend such action or proceeding or has failed to employ counsel reasonably satisfactory to such Indemnified Holder in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Holder and the settlement thereofCompany, and such Indemnified Holder shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Holder that are different from or additional to those available to the Company. Such cooperation If such Indemnified Holder notifies the Company in writing that it elects to employ separate counsel at the expense of the Company as permitted by the provisions of the preceding paragraph, the Company shall include furnishing not have the Indemnifying Party right to assume the defense of such action or proceeding on behalf of such Indemnified Holder. The foregoing notwithstanding, the Company shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for such Indemnified Holder and any other Indemnified Holders (which firm shall be designated in writing by such Indemnified Holders) in connection with any books, records and other information reasonably requested by the Indemnifying Party and one such action or proceeding or separate but substantially similar or related actions or proceedings in the Indemnified Person’s possession or control. Such cooperation same jurisdiction arising out of the Indemnified Person shall be at the cost of the Indemnifying Partysame general allegations or circumstances. After the Indemnifying Party has notified the Indemnified Person of its intent 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 The Company shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of any such asserted liability; providedaction or proceeding effected without its written consent, howeverwhich shall not be unreasonably withheld or delayed, that but if settled with its written consent, or if there be a final judgment for the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants plaintiff in any such action include both or proceeding, the Company agrees to indemnify and hold harmless such Indemnified Person Holders from and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from against any loss or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense liability by reason 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personjudgment.

Indemnification Procedures. (ia) Any Indemnified Person shall promptly Promptly after any party entitled to indemnification under this Section 12 (and"Indemnitee") obtains knowledge of the potential existence or commencement of a Claim, in any eventrespect of which Indemnitee is or may be entitled to indemnification under this Agreement, within 30 days of a third party claim) such Indemnitee will promptly notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification other party (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis "Indemnitor") of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”)Claim in writing; provided, however, that the any failure to provide give such notice shall will not release the Indemnifying Party from waive any rights of its obligations under this Article 6 Indemnitee except to the extent that the Indemnifying Party is materially rights of Indemnitor are actually prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faiththereby. If the Indemnifying Party undertakes to defend or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in Indemnitor will assume 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 Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liabilityClaim with counsel reasonably satisfactory to Indemnitee at Indemnitor's sole risk and expense; provided, however, that Indemnitee (i) will be permitted to join in the Indemnified Person shall be entitled (a) defense and settlement of such Claim and to employ counsel at its own expense, ; (ii) will reasonably cooperate with Indemnitor in the defense and any settlement of such Claim; and (iii) will have the right to participate pay or settle such Claim at any time in which event Indemnitee will be deemed to have waived any right to indemnification therefor by Indemnitor. Indemnitor may settle any Claim without Indemnitee's written consent unless such settlement (A) does not include a release of all covered claims pending against Indemnitee; (B) contains an admission of liability or wrongdoing by Indemnitee; or (C) imposes any obligations upon Indemnitee other than an obligation to stop using any infringing items. (b) If Indemnitor fails to assume the defense of such asserted Claim or, having assumed the defense and settlement of such Claim, fails reasonably to contest such Claim in good faith, Indemnitee, without waiving its right to indemnification, may assume the defense and settlement of such Claim; provided, however, that Indemnitor (i) may join in the defense and settlement of such Claim and employ counsel at its own expense and (ii) will cooperate with Indemnitee in the defense and settlement of such Claim. Indemnitee may settle such Claim without Indemnitor's written consent unless such settlement (A) does not include a release of all covered Claims pending against Indemnitor; (B) contains an admission of liability or wrongdoing by Indemnitor; or (C) imposes any obligations upon Indemnitor other than an obligation to stop using any infringing items. Indemnitor will be liable to Indemnitee for all costs and expenses incurred in connection with the negotiations defense and settlement of any Claim pursuant to this Section 12.2(b). (c) Upon a determination of liability in respect of this Section 12, Indemnitor will pay Indemnitee the amount so determined within thirty (30) business days after the date of such determination. If there should be a dispute as to the amount or manner of determination of any indemnity obligation owed under this Agreement, Indemnitor will nevertheless pay when due such portion, if any, of the settlement thereof and (b) if (1) obligation as will not be subject to dispute. Upon the Indemnifying Party haspayment in full of any claim, within 10 Business Days either by setoff or otherwise, the party or entity making payment will be subrogated to the rights of receipt of an Indemnification Notice involving a third party claim (Indemnitee against any person, firm, corporation or other than a claim by a Governmental Entity entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person subject matter of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personclaim.

Indemnification Procedures. The obligations and liabilities of the parties with respect to claims subject to indemnification under Section 16(a), Section 16(b), and the Continuing Guaranty (i“Indemnified Claims”) Any are subject to the following terms and conditions: i. The party claiming a right to indemnification (“Indemnified Person shall promptly Person”) will give prompt written notice to the indemnifying party (and, in any event, within 30 days of a third party claim“Indemnifying Person”) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person)Claim, specifying in reasonable detail the nature stating its nature, basis and basis of such claim and a reasonable estimate of the amount thereofamount, to the extent known known. Each notice will be accompanied by copies of all relevant documentation, including any summons, complaint or other pleading that may have been served or any written demand or other document. ii. With respect to any Indemnified Claim: (such notice, an “Indemnification Notice”); provided, however, that the failure to provide such notice shall not release A) the Indemnifying Party from any Person will defend or settle the Indemnified Claim, subject to provisions of its obligations under this Article 6 except to subsection, (B) the extent Indemnified Person will, at the Indemnifying Party is materially prejudiced Person’s sole cost and expense, cooperate in the defense by such failure; provided further that notices for claims in respect of a breach of a representationproviding access to witnesses and evidence available to it, warranty, covenant or agreement must be delivered prior to (C) the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall Indemnified Person will have the right to defend and settle, participate in any defense at its own expense cost and by its own counselexpense, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify (D) the Indemnified Person will not settle, offer to settle or admit liability as to any Indemnified Claim without the written consent of its intention to do sothe Indemnifying Person, and the Indemnified Person shall cooperate with (E) the Indemnifying Party and its counsel Person will not settle, offer to settle or admit liability as to any Indemnified Claim in all commercially reasonable respects in which it controls the defense thereof and if the settlement thereof. Such cooperation shall include furnishing settlement, offer or admission contains any admission of fault or guilt on the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in part of the Indemnified Person’s possession , or control. Such cooperation of would impose any liability or other restriction or encumbrance on the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liabilityPerson, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the written consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on. iii. Each party will cooperate with, and includes a complete release from liability comply with all reasonable requests of, each other party and does not include act in a reasonable and good faith manner to minimize the scope of any admission of wrongdoing or malfeasance by, the Indemnified PersonClaim.

Indemnification Procedures. (i) Any Indemnified Person shall promptly (andExcept with respect to Taxes, in any event, within 30 days each of a Seller’s obligations in Section 4.3 and Purchaser’s obligations in Section 4.4 above (each of a Seller and Purchaser, as applicable, the “Indemnifying Party”) with respect to any third party claim) notify claim are contingent upon the applicable Seller Indemnified Parties or the Purchaser Indemnified Parties (each, as applicable, the “Indemnitee”), promptly notifying the Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate promptly tendering the control of the amount thereofdefense and settlement of any such claim to the Indemnifying Party at the Indemnifying Party’s expense and with the Indemnifying Party’s choice of counsel. In connection with the foregoing, the indemnification obligation of Indemnifying Party to the Indemnitee shall be reduced if and to the extent known (such notice, an “Indemnification Notice”); provided, however, that the failure of an Indemnitee to provide such notice and tender of control actually prejudices the outcome of any such claim; provided that the foregoing shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any such matter as apply so long as the Indemnifying Party pursues the same diligently and in good faithManaging Member of Purchaser is an Affiliate of a Seller. If the Indemnifying Party undertakes to defend or settle the matter described in the applicable Indemnification Notice, it The Indemnitee shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person shall also cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling such claim and the Indemnitee may join in defense with counsel of its choice at its own expense. An Indemnifying Party and its counsel in all commercially reasonable respects in may not, without the prior written consent (such consent not to be unreasonably withheld) of an Indemnitee, settle, compromise or consent to the entry of any judgment regarding a third party claim, the defense thereof and the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with any books, records and other information reasonably requested of which has been assumed by the Indemnifying Party and in the Indemnified Person’s possession unless such settlement, compromise or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled consent (a) at its expense, to participate in the defense of such asserted does not contain any admission or statement suggesting any wrongdoing or liability and the negotiations on behalf of the settlement thereof Indemnitee; and (b) if (1) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the Indemnifying Party hasbusiness of the Indemnitee or any of the Indemnitee’s Affiliates. An Indemnitee may not settle, within 10 Business Days compromise or consent to the entry of receipt of an Indemnification Notice involving a any judgment regarding any third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume for which indemnification is sought and the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and which has not been assumed by the Indemnifying Party and counsel to Party, without the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests prior written consent of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 consent not to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability unreasonably withheld or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Persondelayed.

Indemnification Procedures. (i) Any Indemnified Person shall promptly (andExcept with respect to Taxes, in any event, within 30 days each of a Seller’s obligations in Section 4.3 and Purchaser’s obligations in Section 4.4 above (each of a Seller and Purchaser, as applicable, the “Indemnifying Party”) with respect to any third party claim) notify claim are contingent upon the applicable Seller Indemnified Parties or the Purchaser Indemnified Parties (each, as applicable, the “Indemnitee”), promptly notifying the Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate promptly tendering the control of the amount thereofdefense and settlement of any such claim to the Indemnifying Party at the Indemnifying Party’s expense and with the Indemnifying Party’s choice of counsel. In connection with the foregoing, the indemnification obligation of Indemnifying Party to the Indemnitee shall be reduced if and to the extent known (such notice, an “Indemnification Notice”); provided, however, that the failure of an Indemnitee to provide such notice and tender of control actually prejudices the outcome of any such claim; provided that the foregoing shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any such matter as apply so long as the Indemnifying Party pursues the same diligently and in good faithManaging Member of Purchaser is an Affiliate of a Seller. If the Indemnifying Party undertakes to defend or settle the matter described in the applicable Indemnification Notice, it The Indemnitee shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person shall also cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling such claim and the Indemnitee may join in defense with counsel of its choice at its own expense. An Indemnifying Party and its counsel in all commercially reasonable respects in may not, without the prior written consent (such consent not to be unreasonably withheld) of an Indemnitee, settle, compromise or consent to the entry of any judgment regarding a third party claim, the defense thereof and the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with any books, records and other information reasonably requested of which has been assumed by the Indemnifying Party and in the Indemnified Person’s possession unless such settlement, compromise or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled consent (a) at its expense, to participate in the defense of such asserted does not contain any admission or statement suggesting any wrongdoing or liability and the negotiations on behalf of the settlement thereof Indemnitee; and (b) if (1) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the Indemnifying Party hasbusiness of the Indemnitee or any of the Indemnitee’s Affiliates. An Indemnitee may not settle, within 10 Business Days compromise or consent to the entry of receipt of an Indemnification Notice involving a any judgment regarding any third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume for which indemnification is sought and the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and which has not been assumed by the Indemnifying Party and counsel to Party, without the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests prior written consent of the Indemnifying Party, then the Indemnified Person shall such consent not to be unreasonably withheld or delayed. *** Portions of this page have the right been omitted pursuant to select a separate counsel request for Confidential Treatment and to assume such legal defense and otherwise to participate in the defense of such action, filed separately with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonCommission.

Indemnification Procedures. Promptly after receipt by a Purchaser Indemnitee of notice of the commencement of any action or the written assertion of any claim, such Purchaser Indemnitee shall, if a claim in respect thereof is to be made against the Company, as the case may be (the "Indemnifying Person"), notify the Indemnifying Person in writing of the commencement or the written assertion thereof. Failure by a Purchaser Indemnitee to so notify the Indemnifying Person shall relieve the Indemnifying Person from the obligation to indemnify such Purchaser Indemnitee only to the extent that the Indemnifying Person suffers actual and material prejudice as a result of such failure but in no event shall such failure to notify the Indemnifying Person (i) Any Indemnified constitute prejudice suffered by the Indemnifying Person shall promptly (and, in any event, within 30 days if it has otherwise received notice of a third party claim) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give actions giving rise to such right obligation to indemnify or (ii) relieve it from any liability or obligation that it may otherwise have to such Purchaser Indemnitee. In case any such action or claim shall be brought or asserted against any Purchaser Indemnitee and it shall notify the Indemnifying Person of indemnification (including a pending the commencement or threatened claim or demand asserted by a third party against assertion thereof, the Indemnified Person), specifying in reasonable detail Indemnifying Person shall be entitled to participate therein but the nature and basis defense of such action or claim and a reasonable estimate of the amount thereof, shall be conducted by counsel to the extent known (such noticePurchaser Indemnitee, an “Indemnification Notice”); provided, however, that the failure to provide Indemnifying Person shall not, in connection with any one such notice shall not release action or proceeding or separate but substantially similar actions or proceedings arising out of the Indemnifying Party from same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any of its obligations under this Article 6 time for all Purchaser Indemnitees, except to the extent the Indemnifying Party that local counsel, in addition to regular counsel, is materially prejudiced by required in order to effectively defend against such failure; action or proceeding and provided further that notices for claims in respect a Purchaser Indemnitee shall not enter into any settlement of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the prior consent of the Indemnified PersonCompany, unless the settlement thereof imposes no liability such consent not to be unreasonably withheld or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Person.delayed. B-32

Indemnification Procedures. (i) Any Indemnified Person shall promptly (and, in If any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing of any pending action or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification proceeding (including a pending any governmental investigation or threatened claim inquiry) shall be brought or demand asserted by a third party against the an Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims Holder in respect of a breach which indemnity may be sought from the Company, such Indemnified Holder shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of a representation, warranty, covenant or agreement must be delivered prior counsel satisfactory to such Indemnified Holder and the expiration payment of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party all expenses. Such Indemnified Holder shall have the right to defend and settle, at its own expense and by its own counsel, employ separate counsel in any such matter as long as the Indemnifying Party pursues the same diligently action and in good faith. If the Indemnifying Party undertakes to defend or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects participate in the defense thereof thereof, but the fees and expenses of such separate counsel shall be the expense of such Indemnified Holder unless (i) the Company has agreed to pay such fees and expenses, (ii) the Company shall have failed to assume the defense of such action or proceeding or has failed to employ counsel reasonably satisfactory to such Indemnified Holder in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Holder and the settlement thereofCompany, and such Indemnified Holder shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Holder that are different from or additional to those available to the Company. Such cooperation If such Indemnified Holder notifies the Company in writing that it elects to employ separate counsel at the expense of the Company as permitted by the provisions of the preceding paragraph, the Company shall include furnishing not have the Indemnifying Party right to assume the defense of such action or proceeding on behalf of such Indemnified Holder. The foregoing notwithstanding, the Company shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for such Indemnified Holder and any other Indemnified Holders (which firm shall be designated in writing by such Indemnified Holders) in connection with any books, records and other information reasonably requested by the Indemnifying Party and one such action or proceeding or separate but substantially similar or related actions or proceedings in the Indemnified Person’s possession or control. Such cooperation same jurisdiction arising out of the Indemnified Person shall be at the cost of the Indemnifying Partysame general allegations or circumstances. After the Indemnifying Party has notified the Indemnified Person of its intent 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 The Company shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of any such asserted liability; providedaction or proceeding effected without its written consent, howeverbut if settled with its written consent, that or if there be a final judgment for the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants plaintiff in any such action include both or proceeding, the Company agrees to indemnify and hold harmless such Indemnified Person Holders from and the Indemnifying Party and counsel against any loss or liability by reason of such settlement or judgment to the extent such Indemnified Person shall have concluded that there may be reasonable defenses available Holder is entitled to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personindemnification under Section 9(a).

Indemnification Procedures. In the event that either party hereto wishes to assert a claim for indemnification pursuant to this Article, such party seeking indemnification shall deliver a written notice to the other party no later than ten (i10) Any Indemnified Person business days after such claim becomes known to such party seeking indemnification, specifying the facts constituting the basis for, and the amount (if known) of the claim asserted. Failure to deliver such a notice as is provided for in the preceding sentence in a timely manner shall promptly (andnot be deemed a waiver of right to indemnification hereunder in connection with such claim, but the amount of reimbursement to which such party may be entitled shall be reduced by the amount, if any, by which such amount could have been mitigated had such notice been delivered in any event, within 30 days a timely manner. If a party seeking indemnification pursuant to this Article because of a third party claim) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand made, or an action, proceeding or investigation instituted by any Person that is not a party to this Agreement, and such claim, demand, action, proceeding or investigation may result in indemnification pursuant to this Article, the Indemnified Person has determined would reasonably party seeking indemnification shall deliver to the other party hereto a notice with respect thereto, with such notice specifying the claimant or other third party, the facts surrounding such potential claim for indemnification and the best estimate (which is non-binding of the party seeking indemnification) of the amount of such potential claim by such third party. Such notice as is provided for in the preceding sentence shall be expected delivered to give rise the party from whom indemnification is sought within twenty (20) business days of the actual knowledge of such party seeking indemnification of such claim. The party from whom indemnification is sought shall have the right, upon written notice to such right of the other, to investigate, contest, defend or settle any matter to which a notice for indemnification (including due to a pending or threatened claim or demand asserted by a third party against has been made. Notwithstanding the Indemnified Person)foregoing sentence, specifying the party seeking indemnification may, at its option and at its own expense, participate in reasonable detail the nature and basis investigation, contesting, defense or 37 settlement of any such claim through representatives and a reasonable estimate counsel of the amount thereof, to the extent known (such notice, an “Indemnification Notice”)its own choosing; provided, however, that the failure to provide such notice shall not release the Indemnifying Party party from any of its obligations under this Article 6 except to the extent the Indemnifying Party whom indemnification is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party sought shall have the sole and exclusive right to defend and settleinvestigate, at its own expense and by its own counselcontest, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving claim from a third party claim (other than a on terms, and in the manner, it shall, in its sole discretion, determine. Notwithstanding the foregoing, the party seeking indemnification has the unilateral right to investigate, contest, defend or settle any claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of third party, but if such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person party seeking indemnification shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have exercise the right to select a separate counsel and to assume such legal defense and otherwise to participate provided for in the defense this sentence, it expressly shall forfeit any right 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 as incurred. Notwithstanding any other provision of indemnification provided for in this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonArticle.

Indemnification Procedures. (a) The INXB Representative shall have the sole right to act on behalf of the Purchaser Indemnified Parties and the Purchaser Indemnifying Parties with respect to any indemnification claims made pursuant to this Article VII, including bringing and settling any claims hereunder and receiving any notices on behalf of the Purchaser Indemnified Parties and the Purchaser Indemnifying Parties. The Company shall have the sole right to act on behalf of the Company Indemnified Parties and the Company Indemnifying Parties with respect to any indemnification claims made pursuant to this Article VII, including bringing and settling any claims hereunder and receiving any notices on behalf of the Company Indemnified Parties and the Company Indemnifying Parties. (b) In order to make a claim for indemnification hereunder, G▇▇▇▇ on behalf of a Company Indemnified Party or the INXB Representative on behalf of a Purchaser Indemnified Party (as applicable, the “Notifying Person”) must provide written notice (a “Claim Notice”) of such claim to the Escrow Agent and, (A) in the case of G▇▇▇▇ on behalf of a Company Indemnified Party, the INXB Representative on behalf of the Purchaser Indemnifying Party, and (B) in the case of the INXB Representative on behalf of a Purchaser Indemnified Party, G▇▇▇▇ on behalf of the Company Indemnifying Party (such Person entitled to receive notice under clauses (A) or (B) as applicable, the “Notified Person”), which Claim Notice shall include (i) Any a reasonable description of the facts and circumstances which relate to the subject matter of such indemnification claim to the extent then known and (ii) the amount of Losses suffered by the Indemnified Party in connection with the claim to the extent known or reasonably estimable (provided, that the Notifying Person may thereafter in good faith adjust the amount of Losses with respect to the claim by providing a revised Claim Notice to the Notified Person and the Escrow Agent); provided, that the copy of any Claim Notice provided to the Escrow Agent shall promptly be redacted for any confidential or proprietary information of the Indemnifying Party or the Indemnified Party described in clause (and, in i). (c) In the case of any event, within 30 days claim for indemnification under Section 7.2 or Section 7.3 arising from a claim of a third party claim(including the IRS or any other Governmental Authority) (a “Third Party Claim”), the Notifying Person must give a Claim Notice with respect to such Third Party Claim to the Notified Person promptly (but in no event later than twenty (20) days) after the Notifying Person’s receipt of notice of such Third Party Claim; provided, that the failure to give such notice will not relieve the Indemnifying Party of its indemnification obligations except to the extent that the defense of such Third Party Claim is materially and irrevocably prejudiced by the failure to give such notice. The Notifying Person will have the right to defend and to direct the defense against any such Third Party Claim in its name and at its expense, and with counsel selected by the Notifying Person unless (i) the Notified Person fails to acknowledge fully to the Notifying Person the obligations of the Indemnifying Party to the Indemnified Party within twenty (20) days after receiving notice of such Third Party Claim or contests, in whole or in part, its indemnification obligations therefor or (ii) there is a conflict of interest between the Notified Person and the Notifying Person in the conduct of such defense. If the Notified Person elects on behalf of the Indemnifying Person, and is entitled, to compromise or defend such Third Party Claim, it will within twenty (20) days (or sooner, if the nature of the Third Party Claim so requires) notify the applicable Notifying Person of its intent to do so, and the Notifying Person and the Indemnified Party will, at the request and expense of the Indemnifying Party, cooperate in the defense of such Third Party Claim. If the Notified Person on behalf of the Indemnifying Party in writing elects not to, or is not entitled under this Section 7.6 to, compromise or defend such Third Party Claim, fails to notify the Notifying Person of its election as herein provided or refuses to acknowledge or contests its obligation to indemnify under this Agreement, the Notifying Person on behalf of Indemnified Party may pay, compromise or defend such Third Party Claim. Notwithstanding anything to the contrary contained herein, the Indemnifying Party will have no indemnification obligations with respect to any pending such Third Party Claim which has been or threatened claim or demand that will be settled by the Indemnified Party or the Notifying Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against without the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate prior written consent of the amount thereofNotified Person on behalf of the Indemnifying Party (which consent will not be unreasonably withheld, to the extent known (such notice, an “Indemnification Notice”delayed or conditioned); provided, however, that notwithstanding the failure foregoing, the Indemnified Party will not be required to provide refrain from paying any Third Party Claim which has matured by a final, non-appealable judgment, nor will it be required to refrain from paying any Third Party Claim where the delay in paying such notice shall not release claim would result in the foreclosure of a Lien upon any of the property or assets then held by the Indemnified Party or where any delay in payment would cause the Indemnified Party material economic loss. The Notified Person’s right on behalf of the Indemnifying Party from to direct the defense will include the right to compromise or enter into an agreement settling any Third Party Claim; provided, that no such compromise or settlement will obligate the Indemnified Party to agree to any settlement that that requires the taking or restriction of its obligations under this Article 6 any action (including the payment of money and competition restrictions) by the Indemnified Party other than the execution of a release for such Third Party Claim, except with the prior written consent of the Notifying Person on behalf of the Indemnified Party (such consent to be withheld, conditioned or delayed only for a good faith reason). Notwithstanding the extent Notified Person’s right on behalf of the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims to compromise or settle in respect accordance with the immediately preceding sentence, the Notified Person on behalf of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have may not settle or compromise any Third Party Claim over the right to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt objection of the Indemnification Notice, notify the Indemnified Notifying Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation on behalf of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that consent by the Notifying Person on behalf of the Indemnified Party to settlement or compromise will not be unreasonably withheld, delayed or conditioned. The Notifying Person shall be entitled (a) at its expense, on behalf of the Indemnified Party will have the right to participate in the defense of such asserted liability and any Third Party Claim with counsel selected by it subject to the negotiations Notified Person’s right on behalf of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim to direct the defense. (other than a claim by a Governmental Entity with d) With respect to Taxes) failed (x) to assume any direct indemnification claim that is not a Third Party Claim, the defense or employ counsel or (y) to notify the Indemnified Notified Person on behalf of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel will have a period of thirty (30) days after receipt of the Claim Notice to respond thereto. If the Indemnified Notified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to on behalf of the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and to assume does not respond within 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 as incurred. Notwithstanding any other provision of this Agreementthirty (30) days, the Indemnifying Party shall not settle any indemnified will be deemed to have accepted responsibility for the Losses set forth in such Claim Notice and will have no further right to contest the validity of such Claim Notice. If the Notified Person on behalf of the Indemnifying Party responds within such thirty (30) days after the receipt of the Claim Notice and rejects such claim without in whole or in part, the consent Notifying Person on behalf of the Indemnified PersonParty will be free to pursue such remedies as may be available under this Agreement, unless the settlement thereof imposes no liability any other Ancillary Documents or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personapplicable Law.

Indemnification Procedures. (a) Any Buyer Indemnitee or Seller Indemnitee seeking indemnification under this Article IX other than as to a Third Party Action (such Person, an “Indemnified Person”) shall deliver a Claim Notice to the Person from which indemnification is sought (the “Indemnifying Person”). (b) Within twenty (20) calendar days after delivery of a Claim Notice, the Indemnifying Person shall deliver to the Indemnified Person a Response, in which the Indemnifying Person shall (i) Any Indemnified Person shall promptly (and, in any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand agree that the Indemnified Person has determined would reasonably is entitled to receive all of the Claimed Amount, or (ii) agree that the Indemnified Person is entitled to receive the Agreed Amount, or (iii) dispute that the Indemnified Person is entitled to receive any of the Claimed Amount. The Indemnifying Person may contest the payment of all or a portion of the Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Losses for which the Indemnified Person is entitled to indemnification under this Article IX. If no Response is delivered by the Indemnifying Person within such twenty (20) day period, the Indemnifying Person shall be expected deemed to give rise have agreed that all of the Claimed Amount is owed to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced . Acceptance by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention partial payment of any Claimed Amount shall be without prejudice to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation right to claim the balance of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liabilityClaimed Amount. (c) During the thirty (30) day period following the delivery of a Response that reflects a Dispute, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available use good faith efforts to resolve the Indemnified Person that are different from or in addition to those available to Dispute. If the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying PartyDispute is not resolved within such thirty (30) day period, then the Indemnified Person shall have the right may, at its sole option, elect to select resolve such Dispute in a separate counsel and to assume such legal defense and otherwise to participate state or federal court sitting in the defense State of such actionFlorida, in accordance with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonSection 12.8.

Indemnification Procedures. (ia) Any Indemnified Person Whenever any Indemnitee shall promptly (and, in any event, within 30 days have actual knowledge of the assertion of a third party claimClaim against it, the Manager (acting on its own behalf or, if requested by any such Indemnitee other than itself, on behalf of such Indemnitee) or such Indemnitee shall notify the applicable Indemnifying Party appropriate member of the Company Group in writing of the Claim (the “Notice of Claim”) with reasonable promptness after such Indemnitee has such knowledge relating to such Claim and has notified the Manager thereof; provided the failure or delay of such Indemnitee or the Manager to give such Notice of Claim shall not relieve any pending or threatened claim or demand Indemnifying Party of its indemnification obligations under this Agreement except to the extent that such omission results in a failure of actual notice to it and it is materially injured as a result of the failure to give such Notice of Claim. The Indemnifying Parties shall, at their expense, undertake the defense of such Claim with attorneys of their own choosing reasonably satisfactory in all respects to the Manager, subject to the right of the Manager to undertake such defense as hereinafter provided. The Manager may participate in such defense with counsel of the Manager’s choosing at the expense of the Indemnifying Parties. In the event that the Indemnified Indemnifying Parties do not undertake the defense of the Claim within a reasonable time after the Manager (or, if given by the Indemnitee, the Indemnitee) has given the Notice of Claim, or in the event that the Manager shall in good faith determine that the defense of any claim by the Indemnifying Parties is inadequate or may conflict with the interest of any Indemnitee (including, without limitation, Claims brought by or on behalf of any member of the Company Group), the Manager may, at the expense of the Indemnifying Parties and after giving notice to the Indemnifying Parties of such action, undertake the defense of the Claim and compromise or settle the Claim, all for the account of and at the risk of the Indemnifying Parties. In the defense of any Claim against an Indemnitee, no Indemnifying Party shall, except with the prior written consent of Manager, consent to entry of any judgment or enter into any settlement that includes any injunctive or other non-monetary relief or any payment of money by such Indemnitee, or that does not include as an unconditional term thereof the giving by the Person has determined would reasonably be expected to give rise or Persons asserting such Claim to such right Indemnitee of indemnification an unconditional release from all liability on any of the matters that are the subject of such Claim and an acknowledgement that Indemnitee denies all wrongdoing in connection with such matters. The Indemnifying Parties shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Claim if such settlement is effected by such Indemnitee without the prior written consent of the Company (including a pending or threatened claim or demand asserted by a third party against the Indemnified Personon behalf of all Indemnifying Parties), specifying which shall not be unreasonably withheld. In each case, the Manager seeking indemnification hereunder on its own behalf or on behalf of an Indemnitee will cooperate with the Indemnifying Parties, so long as an Indemnifying Party is conducting the defense of the Claim, in reasonable detail the nature preparation for and basis the prosecution of the defense of such claim and a reasonable estimate Claim, including making available evidence within the control of the amount thereofManager and persons needed as witnesses who are employed by the Manager, in each case as reasonably needed for such defense and at cost, which cost, to the extent known (such noticereasonably incurred, an “Indemnification Notice”); provided, however, that the failure to provide such notice shall not release be paid by the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival PeriodParties. (iib) Upon The Manager shall notify the Indemnifying Parties in writing of the amount requested for advances (“Notice of Advances”). The Indemnifying Parties hereby agree to advance reasonable costs and Expenses incurred by the Manager (acting on its own behalf or, if requested by any such Indemnitee other than itself, on behalf of such Indemnitee) or any Indemnitee in connection with any Claim (but not for any Claim initiated or brought voluntarily by an Indemnitee other than a Proceeding pursuant to Section 2(c)) in advance of the final disposition of such Claim without regard to whether Indemnitee will ultimately be entitled to be indemnified for such costs and expenses upon receipt of an Indemnification Notice, undertaking by or on behalf of Manager or such Indemnitee to repay amounts so advanced if it shall ultimately be determined in a decision of a court of competent jurisdiction from which no appeal can be taken that Manager or such Indemnitee is not entitled to be indemnified by the Indemnifying Party Parties as authorized by this Agreement. The Indemnifying Parties shall have the right to defend and settle, at its own expense and by its own counsel, any make payment of 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in advances no event later than 10 days after the receipt of the Indemnification Notice, Notice of Advances. (c) The Manager shall notify the Indemnified Person Indemnifying Parties in writing of its intention the amount of any Claim actually paid by the Manager (or an Indemnitee) (the “Notice of Payment”). The amount of any Claim actually paid by the Manager shall bear simple interest at the rate equal to do sothe JPMorgan Chase Bank, and N.A. prime rate as of the Indemnified Person shall cooperate with date of such payment plus 2% per annum, from the date the Indemnifying Party and its counsel in all commercially reasonable respects in Parties receive the defense thereof and Notice of Payment to the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with date on which any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by repay the Indemnified Person in connection with any defense or settlement amount of such asserted liability; providedClaim plus interest thereon to, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance directed by, the Indemnified PersonManager. The Indemnifying Parties shall make indemnification payments to, or as directed by, the Manager no later than 30 days after receipt of the Notice of Payment.

Indemnification Procedures. (ia) Any Indemnified Person shall promptly Promptly after any party entitled to indemnification under this Section 12 (and"Indemnitee") obtains knowledge of the potential existence or commencement of a Claim, in any eventrespect of which Indemnitee is or may be entitled to indemnification under this Agreement, within 30 days of a third party claim) such Indemnitee will promptly notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification other party (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis "Indemnitor") of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”)Claim in writing; provided, however, that the any failure to provide give such notice shall will not release the Indemnifying Party from waive any rights of its obligations under this Article 6 Indemnitee except to the extent that the Indemnifying Party is materially rights of Indemnitor are actually prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faiththereby. If the Indemnifying Party undertakes to defend or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in Indemnitor will assume 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 Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liabilityClaim with counsel reasonably satisfactory to Indemnitee at Indemnitor's sole risk and expense; provided, however, that Indemnitee (i) will be permitted to join in the Indemnified Person shall be entitled (a) defense and settlement of such Claim and to employ counsel at its own expense, ; (ii) will reasonably cooperate with Indemnitor in the defense and any settlement of such Claim; and (iii) will have the right to participate pay or settle such Claim at any time in which event Indemnitee will be deemed to have waived any right to indemnification therefor by Indemnitor. Indemnitor may settle any Claim without Indemnitee's written consent unless such settlement (A) does not include a release of all covered claims pending against Indemnitee; (B) contains an admission of liability or wrongdoing by Indemnitee; or (C) imposes any obligations upon Indemnitee other than an obligation to stop using any infringing items. (b) If Indemnitor fails to assume the defense of such asserted Claim or, having assumed the defense and settlement of such Claim, fails reasonably to contest such Claim in good faith, Indemnitee, without waiving its right to indemnification, may assume the defense and settlement of such Claim; provided, however, that Indemnitor (i) may join in the defense and settlement of such Claim and employ counsel at its own expense and (ii) will cooperate with Indemnitee in the defense and settlement of such Claim. Indemnitee may settle such Claim without Indemnitor's written consent unless such settlement (A) does not include a release of all covered Claims pending against Indemnitor; (B) contains an admission of liability or wrongdoing by Indemnitor; or (C) imposes any obligations upon Indemnitor other than an obligation to stop using any infringing items. Indemnitor will be liable to Indemnitee for all costs and expenses incurred in connection with the negotiations defense and settlement of any Claim pursuant to this Section 12.2(b). (c) Upon a determination of liability in respect of this Section 12, Indemnitor will pay Indemnitee the amount so determined within 10 business days after the date of such determination. If there should be a dispute as to the amount or manner of determination of any indemnity obligation owed under this Agreement, Indemnitor will nevertheless pay when due such portion, if any, of the settlement thereof and (b) if (1) obligation as will not be subject to dispute. Upon the Indemnifying Party haspayment in full of any claim, within 10 Business Days either by setoff or otherwise, the party or entity making payment will be subrogated to the rights of receipt of an Indemnification Notice involving a third party claim (Indemnitee against any person, firm, corporation or other than a claim by a Governmental Entity entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person subject matter of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personclaim.

Indemnification Procedures. (a) A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is sought. The party seeking indemnification shall deliver a written notice (a “Notice of Claim”) to the other party promptly after becoming aware of the facts giving rise to such claim. The Notice of Claim shall (i) Any Indemnified Person shall promptly (and, in any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying specify in reasonable detail the nature of the claim being made, and basis (ii) state the aggregate dollar amount of such claim and claim. Following receipt of a reasonable estimate Notice of Claim, the parties shall promptly meet to agree on the rights of the amount thereofrespective parties with respect to each of such claims. If the parties should so agree, to a memorandum setting forth such agreement shall be prepared and signed by both parties and amounts agreed upon shall be promptly paid. Any unresolved dispute between the extent known parties shall be resolved in accordance with Section 11.3 and the other applicable provisions of this Agreement. (such notice, b) In the event that any Legal Proceedings shall be instituted or that any claim or demand shall be asserted by any third party in respect of which payment may be sought under Sections 10.2 and 10.3 hereof (regardless of the limitations set forth in Section 10.5) (an “Indemnification Notice”Claim” ); provided, however, that the indemnified party shall promptly cause written notice of the assertion of any Indemnification Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. The failure of the indemnified party to provide such give reasonably prompt notice of any Indemnification Claim shall not release release, waive or otherwise affect the Indemnifying Party from any of its indemnifying party’s obligations under this Article 6 with respect thereto except to the extent that the Indemnifying Party indemnifying party is materially prejudiced by as a result of such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party . The indemnifying party shall have the right to defend and settleagainst, at its own expense and control, negotiate, settle or otherwise deal with any Indemnification Claim which relates to any Losses indemnified against by its own counselit hereunder, any provided, that such matter as long as party provides written notice to the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes other party hereto to defend or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event such effect not later than 10 days after ten (10) Business Days following the indemnifying party’s receipt of written notice of the Indemnification Notice, notify Claim together with all information that the Indemnified Person of its intention indemnifying party may reasonably request with respect to do sosuch Indemnification Claim. The indemnifying party shall conduct such defense in a commercially reasonable manner, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent authorized to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Personindemnified party; provided, unless however, that: (i) the indemnifying party shall not be authorized to encumber any assets of the indemnified party or agree to any restriction that would apply to the indemnified party or the conduct of the indemnified party’s business; (ii) the indemnifying party shall have paid or caused to be paid any amounts arising out of such settlement; and (iii) a condition to any such settlement thereof imposes no liability or obligation on, and includes shall be a complete release from liability ofof the indemnified party with respect to such third party claim. If the indemnifying party elects not to defend against, and does not include control, negotiate, settle or otherwise deal with any admission of wrongdoing or malfeasance byIndemnification Claim which relates to any Losses indemnified against hereunder, the Indemnified Personindemnified party may defend against, negotiate or otherwise deal with such Indemnification Claim; provided, that the indemnified party shall not settle such Indemnification Claim without the prior written consent of the indemnifying party, which shall not be unreasonably withheld or delayed. If the indemnifying party shall assume the defense of any Indemnification Claim, the indemnified party may participate (but not control), at his or its own expense, in the defense of such Indemnification Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnification Claim. (c) After 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, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to an Indemnification Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any sums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter.

Indemnification Procedures. (ia) Any Indemnified Person shall promptly (and, in any event, within 30 days Promptly upon receipt of a third party claim) Claim, an Indemnified Party will notify the applicable Indemnifying Party Parties in writing of the circumstances of the Claim and will keep the Indemnifying Parties apprised of any pending material changes in the circumstances of the Claim. The delay or threatened claim or demand that failure to give such written notice will not relieve any Indemnifying Party of any Liability to the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, Parties except to the extent known (such notice, an “Indemnification Notice”); provided, however, that the failure to provide notice results in the failure of actual notice and such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by damaged as a result of such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (iib) Upon The Indemnifying Parties will be entitled to participate in, and to assume fully, the defense of any third party Claim with counsel approved by the Indemnified Parties. The Indemnified Parties will give the Indemnifying Parties reasonable information and assistance, at the Indemnifying Parties’ expense, in connection with the defense of such Claim. If timely notice of a Claim is given to the Indemnifying Parties and the Indemnifying Parties do not give notice to the Indemnified Parties within fifteen (15) days after receipt of an Indemnification Noticesuch written notice of the Indemnifying Parties’ intent to assume the defense, the Indemnifying Party shall Parties will be bound by any determination made in such proceeding or any compromise or settlement thereof effected by the Indemnified Parties. (c) The Indemnified Parties will have the right to defend employ a single counsel and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability Claim, but the fees and expenses of such counsel will be at the negotiations expense of the settlement thereof and Indemnified Parties unless: (bi) if the employment of counsel by the Indemnified Parties has been authorized by the Indemnifying Parties; or (1ii) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) Parties have not in fact employed counsel to assume the defense or employ counsel of the Claim within a reasonable time following receipt of the written notice given pursuant to this Section 8.4, or (yiii) to notify there exists, in the Indemnified Person Parties’ good faith judgment, based on the advice of such assumption or (2) if the defendants in any such action include outside legal counsel, a conflict of interest which, under applicable principles of legal ethics, could reasonably be expected to prohibit a single legal counsel from representing both the Indemnified Person Parties and the Indemnifying Party and counsel Parties in such proceeding. (d) Subject to the terms of Section 8.4(c), after notice to the Indemnified Person shall Parties of the assumption of defense by the Indemnifying Parties, the Indemnifying Parties will have concluded that there may be reasonable defenses available no Liability to the Indemnified Person that are different Parties for any fees or costs subsequently incurred by Indemnified Parties in such defense (except for fees and costs incurred in responding to requests for assistance from or in addition to those available to the Indemnifying Party Parties). No compromise or if the interests settlement of a claim binding on the Indemnified Person reasonably may Parties will be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 effected by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim Parties without the consent of the Indemnified PersonParties, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does which consent will not include any admission of wrongdoing or malfeasance by, the Indemnified Personbe unreasonably withheld.

Indemnification Procedures. (ia) Any Indemnified Person The Purchaser Representative shall promptly (and, in any event, within 30 days have the sole right to act on behalf of a third party claim) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected Parties with respect to give rise any indemnification claims made pursuant to such right this Article VI, including bringing and settling any indemnification claims hereunder and receiving any notices on behalf of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail Parties. The Seller Representative shall have the nature and basis of such claim and a reasonable estimate sole right to act on behalf of the amount thereofIndemnifying Parties with respect to any indemnification claims made pursuant to this Article VI, to including defending and settling any indemnification claims hereunder and receiving any notices on behalf of the extent known (such noticeIndemnifying Parties, an “Indemnification Notice”); provided, however, that that, following the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification NoticeClosing, the Indemnifying Party Purchaser shall have the right to defend and settlesettle Third Party Claims pursuant to subsection (c) below. (b) Subject to subsection (c) below, in order to make a claim for indemnification hereunder, the Purchaser Representative on behalf of an Indemnified Party must provide written notice (a “Claim Notice”) of such claim to the Seller Representative on behalf of the Indemnifying Parties and to the Escrow Agent, which Claim Notice shall include (i) a reasonable description of the facts and circumstances which relate to the subject matter of such indemnification claim to the extent then known and (ii) the amount of Losses suffered by the Indemnified Party in connection with the claim to the extent known or reasonably estimable (provided, that the Purchaser Representative may thereafter in good faith adjust the amount of Losses with respect to the claim by providing a revised Claim Notice to the Seller Representative and the Escrow Agent); provided, that the copy of any Claim Notice provided to the Escrow Agent shall be redacted for any confidential or proprietary information of the Indemnifying Party or the Indemnified Party described in clause (i). (c) The Purchaser will promptly (but in any event within twenty (20) days) notify the Purchaser Representative and the Seller Representative in writing in the event that it becomes aware of any claim of a third party (including any Governmental Authority) (a “Third Party Claim”) that might reasonably result in a claim for indemnification under this Article VI; provided, that the failure to give such notice will not relieve the Indemnifying Party of its indemnification obligations. Upon receipt of notice of such Third Party Claim or upon otherwise becoming aware of a Third Party Claim, the Purchaser Representative may provide a Claim Notice in accordance with subsection (b) above, with the final determination of the amount of indemnification to be provided thereunder, if any, subject to such Third Party Claim becoming a Resolved Third Party Claim. The Purchaser will have the right to defend and to direct the defense against any such Third Party Claim, at its own expense and with counsel it selects, with the Post-Closing Purchaser Board managing all such Third Party Claims on behalf of Purchaser; provided, that Purchaser shall not have such right with respect to a Third Party Claim against an Indemnified Party other than the Purchaser (or its successor or assignee) where such claim is criminal in nature, could reasonably be expected to lead to criminal proceedings or seeks an injunction or other equitable relief. The Purchaser shall control the defense, including the potential compromise and settlement of, such Third Party Claim; provided, that the Purchaser shall keep the Purchaser Representative and the Seller Representative reasonably informed of the status of such Third Party Claim (including any material developments and any information reasonably requested by its own counselthe Purchaser Representative or the Seller Representative). Once a Third Party Claim has been settled or has matured by a final, non-appealable Order (a “Resolved Third Party Claim”), the Purchaser shall inform the Purchaser Representative and the Seller Representative in writing of the resolution of the Third Party Claim, and provide to the Purchaser Representative and the Seller Representative any other information regarding such matter as long as Resolved Third Party Claim that the Purchaser Representative, the Seller Representative or any Indemnified Party may reasonably request regarding such Third Party Claim. (d) With respect to any (i) direct indemnification claim that is not a Third Party Claim, the Seller Representative on behalf of the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 will have a period of thirty (30) days after receipt of the Indemnification NoticeClaim Notice to respond thereto, notify or (ii) Third Party Claim that has become a Resolved Third Party Claim, the Indemnified Person Seller Representative on behalf of its intention to do so, and the Indemnified Person shall cooperate with the Indemnifying Party will have a period of third (30) days after such Third Party Claims has become a Resolved Third Party Claim and its counsel in all commercially reasonable respects in notice of such Resolved Third Party Claim has been given to the defense thereof Purchaser Representative and the settlement thereofSeller Representative in accordance with Section 6.5(c) hereof to respond to the Claim Notice (as it may have been updated) sent for such Third Party Claim. Such cooperation shall include furnishing If the Seller Representative does not respond within such thirty (30) days, the Seller Representative on behalf of the Indemnifying Party with any bookswill be deemed to have accepted responsibility for the Losses set forth in such Claim Notice (as updated) subject to the limitations on indemnification set forth in this Article VI and will have no further right to contest the validity of such Claim Notice. If the Seller Representative responds within such thirty (30) days and rejects such claim in whole or in part, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation Purchaser Representative on behalf of the Indemnified Person shall Party will be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent free to undertake to defend or settle any pursue such asserted liability, and for so long remedies as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available under this Agreement (subject to the Indemnified Person that are different from Section 10.4), any Ancillary Documents or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personapplicable Law.

Indemnification Procedures. (i) Any Claim for indemnity pursuant to this Agreement shall be made by the Acquirer Indemnified Person shall promptly (and, in any event, within 30 days of a third party claim) notify the applicable Indemnifying Party by notice in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”); provided, however, that the failure to provide such notice shall not release the relevant Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival PeriodPerson. (ii) Upon receipt In the event that any Acquirer Indemnified Person becomes aware of an Indemnification Noticeany matter that it believes is covered under Clause 12 and such matter involves: (a) Any Claim against any Acquirer Indemnified Person or the Company by any Person; or (b) commencement of any action, suit, investigation, arbitration or similar proceeding against any Acquirer Indemnified Person or the Company, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the relevant Acquirer Indemnified Person shall cooperate promptly notify, in writing, the relevant Indemnifying Person of such matter setting out the amount due to the relevant Acquirer Indemnified Person under this Clause 12.5 (“Claim Notification”). (iii) Where the Acquirer Indemnified Persons make any Claim pursuant to this Clause 12 (a “Relevant Claim”) and any amount is recoverable from the Promoter Sellers as a result of such Relevant Claim then there shall be paid to the Acquirer Indemnified Persons out of the Indemnity Retention Amount an amount equal to the amount so recoverable together with the Indemnifying Party reasonable costs and its 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 Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Acquirer Indemnified Person Persons in connection with any defense or a successful Relevant Claim. Subject as mentioned above, the whole of the monies standing to the credit of the Retention Escrow Account (if any) shall be paid to the Promoter Sellers upon the completion of 18 (Eighteen) months from the Closing Date. Provided however, in the event that the settlement of any Claims are pending at the completion this 18 (Eighteen) month period, such asserted liability; providedmonies shall continue to be held in the Retention Escrow Account pending the settlement or resolution of the Relevant Claims, howeverbut on any such Relevant Claim being settled, that the Indemnified Person withdrawn or deemed to be withdrawn, there shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel paid to the Indemnified Person shall have concluded that there may be reasonable defenses available to Promoter Seller Indemnifying Persons the Indemnified Person that are different from or remaining amount in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonRetention Escrow Account.

Indemnification Procedures. (ia) Any Promptly after receipt by a Person entitled to indemnification under Sections 8.1 or 8.2 (an “Indemnified Person”) of notice of the assertion of a claim by a Person that is not a party to this Agreement (a “Third-Party Claim”) against such Indemnified Person such Indemnified Person shall promptly give notice (and, in any event, within 30 days a “Claim Notice”) to the Person obligated to provide indemnification under such Section (an “Indemnifying Person”) of a third party claim) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis assertion of such claim and a reasonable estimate of the amount thereofThird-Party Claim, to the extent known (such notice, an “Indemnification Notice”); provided, however, provided that the failure to provide such notice shall not release a Claim Notice to the Indemnifying Party from Person will not relieve the Indemnifying Person of any of its obligations under this Article 6 liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is materially prejudiced by the Indemnified Person’s failure to give such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Periodnotice. (iib) Upon receipt of If any Third-Party Claim is brought against an Indemnification NoticeIndemnified Person and it gives notice to the Indemnifying Person with respect to such claim, the Indemnifying Party shall have Person will be entitled to participate in such Proceeding and, to the right to defend and settle, at its own expense and by its own counsel, any such matter as long as extent that it wishes (unless the Indemnifying Party pursues Person is also a party to such Proceeding and the same diligently and Indemnified Person determines in good faith. If faith that joint representation would be inappropriate), to assume the defense of such Proceeding with counsel satisfactory to the Indemnified Person and, after notice from the Indemnifying Party undertakes Person to defend or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention election to do soassume the defense of such Proceeding, and the Indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Person shall cooperate under this Article VI for any fees of other counsel or any other expenses with the Indemnifying Party and its counsel in all commercially reasonable respects in respect to the defense thereof and the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with any booksof such Proceeding, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses each case subsequently incurred by the Indemnified Person in connection with any the defense of such Proceeding, other than reasonable costs of investigation and monitoring the status of the Proceeding. If the Indemnifying Person assumes the defense of a Proceeding, (i) no compromise or settlement of such asserted liabilityclaims may be effected by the Indemnifying Person without the Indemnified Person’s consent unless (A) there is no finding or admission of any violation of any applicable law or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; provided, however, that and (ii) the Indemnified Person shall be entitled (a) at its expense, to participate in the defense will have no liability or Loss of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity any kind with respect to Taxesany compromise or settlement of such claims effected without its consent. (c) failed (x) to assume Notwithstanding the defense or employ counsel or (y) to notify the foregoing, if an Indemnified Person of such assumption or (2) if the defendants determines in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be reasonable defenses available entitled to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Proceeding, but the Indemnifying Person will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) In the event any Indemnified Person desires to assert a claim for indemnification under this Article VI with respect to any matter not involving a Third-Party Claim, such Indemnified Person shall promptly notify the Indemnifying Person in writing of such claim (and make any other notifications required under the Escrow Agreement); provided, that the failure to provide a Claim Notice to the Indemnifying Person will not settle relieve the Indemnifying Person of any indemnified claim without liability that it may have to any Indemnified Person, except to the consent of extent that the Indemnifying Person demonstrates that the Indemnifying Person is materially and irrevocably prejudiced by the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Person’s failure to give such notice.

Indemnification Procedures. (ia) Any Indemnified Person In the event of any claim under Sections 12.1 or 12.2 hereof, the PARTY claiming the right to indemnity (the "CLAIMANT") shall promptly (and, in any event, within 30 days of a third party claim) notify the applicable Indemnifying Party indemnifying PARTY (the "INDEMNITOR") in writing of any pending or threatened such claim. The notice shall describe such claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis detail. (b) INDEMNITOR shall have twenty (20) days after receipt of such claim notice to decide whether it will undertake, conduct and a reasonable estimate control, through counsel of its own choosing and at its own expense, the settlement or defense of the amount thereof, to the extent known (such notice, an “Indemnification Notice”)tendered claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party CLAIMANT shall have the right to defend and settle, at its own expense and by its own consent to such counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent 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 which consent shall not be liable for any additional legal expenses incurred by the Indemnified Person unreasonably conditioned, withheld or delayed. Notwithstanding anything in connection with any defense or settlement of such asserted liability; providedthis AGREEMENT, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person CLAIMANT shall have the right to select employ its own counsel at its own expense if CLAIMANT deems such action necessary or advisable to fully protect its interests. (c) INDEMNITOR shall not settle or compromise any action, or consent to the entry of any judgment in any tendered claim, without the written consent of CLAIMANT, which shall not be unreasonably conditioned, withheld or delayed. INDEMNITOR's obligation to defend and indemnify CLAIMANT shall survive any settlement, compromise or judgment that does not include as an unconditional term thereof the delivery by the underlying claimant or plaintiff to CLAIMANT of a separate counsel duly executed written release of CLAIMANT from all liability in respect to such action, which release shall be reasonably satisfactory in form and substance to assume CLAIMANT's counsel. (d) In the event INDEMNITOR does not notify CLAIMANT in writing within twenty (20) days after receipt of notice of the tendered claim it elects to undertake its defense, CLAIMANT shall have the right to contest, settle or compromise such legal defense claim, but shall not thereby waive any right to indemnity from INDEMNITOR for such claim. (e) CLAIMANT and otherwise to participate INDEMNITOR shall cooperate fully in the defense of such actionany claim for which indemnity is sought pursuant to this AGREEMENT, including providing each other with the expenses and fees of such separate counsel reasonable access to their employees during regular business hours (including as witnesses) and other expenses related to such participation to reasonably necessary information. CLAIMANT shall be reimbursed by the Indemnifying Party as incurred. Notwithstanding for any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release out-of-pocket expenses resulting from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personsuch cooperation.

Indemnification Procedures. (1) Promptly after discovery or receipt by any Indemnitee of notice of any demand, claim or circumstance which would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in Losses, the Indemnitee shall give written notice thereof (the "Claims Notice") to the Person or Persons obligated to provide indemnification pursuant to Section 5.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnitee. The Indemnitee shall thereupon give the Indemnifying Party reasonable access to the books, records and assets of the Indemnitee which evidence or support such Claims Notice and any act, omission or occurrence giving rise to such claim and the right, upon prior notice during normal business hours, to interview any appropriate personnel of the Indemnitee related thereto. Not more than thirty (30) days following receipt of the Claims Notice, the Indemnified Party shall give written notice to the Indemnitee that it either (i) Any Indemnified Person shall promptly (andaccepts liability for the matter set forth in the Claims Notice, in any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, or (ii) disputes such liability and/or the amount thereof, and the specific grounds for such dispute. Failure of the Indemnitee to give the extent known notice provided in the preceding sentence within the time period there provided shall have the same effect as notice under clause (such notice, an “Indemnification Notice”); provided, however, that i) of the failure to provide such notice shall not release preceding sentence. If the Indemnifying Party from any of its obligations under this Article 6 except gives timely notice to the extent Indemnitee that it disputes liability for the Indemnifying Party is materially prejudiced by matter set forth in a Claims Notice, and/or the amount thereof, the parties shall endeavor for a period of twenty (20) days following the Indemnitee's receipt of such failure; provided further that notices for claims in respect of a breach of a representationnotice (the "Reconciliation Period") to resolve their differences. Thereafter, warranty, covenant or agreement must any party shall be delivered prior free to the expiration of the applicable Survival Periodinstitute litigation to resolve such differences. (ii2) Upon receipt of an Indemnification Notice, the The Indemnifying Party shall have the right may elect to defend and settlecompromise or defend, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faithAsserted Liability for which it has accepted, or is deemed to have accepted, liability pursuant to Section 5.4(a). If the Indemnifying Party undertakes elects to compromise or defend or settle the matter described in the applicable Indemnification Noticesuch Asserted Liability, it shall promptlywithin thirty (30) days (or sooner, and in no event later than 10 days after receipt if the nature of the Indemnification Notice, Asserted Liability so requires) notify the Indemnified Person Indemnitee in writing of its intention intent to do so. In such event, and the Indemnified Person Indemnitee 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 furnishing the Indemnifying Party with any bookscooperate, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability and may also, at its option, choose to participate in such defense or compromise through counsel of its choosing at its expense. After If the Indemnifying Party has notified elects not to compromise or defend the Indemnified Person Asserted Liability, fails to notify the Indemnitee of its intent election as herein provided or contests its obligation to undertake to indemnify under this Agreement, the Indemnitee may pay, compromise or defend or settle any such asserted liabilityAsserted Liability. Notwithstanding the foregoing, and for so long as neither the Indemnifying Party diligently pursues such defense, nor the Indemnifying Party shall not be liable for Indemnitee may settle or compromise any additional legal expenses incurred by claim over the Indemnified Person in connection with any defense or settlement written objection of such asserted liabilitythe other; provided, however, that the Indemnified Person (i) consent to settlement or compromise shall not be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof unreasonably withheld or delayed and (b) if (1ii) the Indemnifying Party hasmay settle claims for monetary damages, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Partyonly, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless Indemnitee. (3) Notwithstanding any other provision contained herein to the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance bycontrary, the Indemnified Personfailure to notify, or any delay in notifying, the Indemnifying Party of an Asserted Liability will not relieve the Indemnifying Party of any liability that it may have to the Indemnitee, except to the extent the Indemnifying Party's position is prejudiced as a result of any failure or delay of the Indemnitee in providing any Claims Notice to such Indemnifying Party.

Indemnification Procedures. (ia) Any An Indemnified Person Party shall promptly (and, in any event, within 30 days of give the Shareholder Representative reasonably prompt written notice after receiving a third party claim) notify the applicable Indemnifying Party in writing claim of any pending Losses that such Indemnified Party shall have determined has given rise to, or threatened claim or demand that the Indemnified Person has determined would is reasonably be expected likely to give rise to such right to, a claim for indemnification hereunder, including as result of indemnification any legal action, claim, demand, arbitration, hearing, charge, complaint, investigation, examination, indictment, litigation, suit or other civil, criminal, administrative or investigative proceeding (including each, a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification NoticeLegal Action”); provided. Notwithstanding the preceding sentence, however, that the failure to provide such notice so reasonably promptly notify the Shareholder Representative hereunder shall not release the Indemnifying Party Holders from any of its their obligations under this Article 6 IX, except to the extent the Indemnifying Party is Holders are materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant failure or agreement must be delivered prior to the expiration of the applicable Survival Perioddelay. (iib) Upon receipt of an Indemnification Notice, the Indemnifying Party The Shareholder Representative shall have the right be entitled to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects participate in the defense thereof and of any Legal Action for which indemnification may be claimed hereunder (at 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 Person’s possession or control. Such cooperation expense of the Indemnified Person Holders), and at its option shall be at entitled to assume the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent defense thereof by appointing counsel reasonably acceptable to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person Parent in connection with any defense or settlement of such asserted liabilitydefense; provided, however, that provided that: (i) the Indemnified Person Party shall be entitled (a) at its expense, to participate in the defense of such asserted liability Legal Action and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify of its choice for such purpose; provided that the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person fees and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel shall be borne by the Indemnified Party (other than any reasonable fees and expenses of such separate counsel that are incurred prior to the date the Shareholder Representative assumes control of such defense, and except that the Holders shall pay all of the reasonable fees and expenses of such separate counsel if the Indemnified Party has been reasonably advised by its counsel that use of the same counsel to represent both the Indemnified Party and the Holders would present a conflict of interest); (ii) the Shareholder Representative shall not be entitled to assume control of such defense and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (A) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (B) the Legal Action seeks an injunction or equitable relief against the Indemnified Party which is not merely incidental to a primary damage claim for monetary damages; (C) the Indemnified Party has been reasonably advised by its counsel that use of the same counsel to represent both the Indemnified Party and the Holders would present a conflict of interest; or (D) upon petition by the Indemnified Party, the appropriate court rules that the Shareholder Representative failed or is failing to diligently prosecute or defend such Legal Action; and (iii) if the Shareholder Representative shall control the defense of any such Legal Action, the Shareholder Representative shall obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a Legal Action or ceasing to defend such Legal Action if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnified Party or if such settlement does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Legal Action. (c) After any Legal Action has been filed or initiated, each of Parent and the Shareholder Representative shall make available to the other and its attorneys and accountants all information under its control relating to such claim, unless prohibited by applicable Law, which may be made available under the terms of a confidentiality agreement or under appropriate protective orders satisfactory to such party and the parties agree to render to each other such assistance as they may reasonably require of each other in order to facilitate the proper and adequate defense of any such claim. (d) Notwithstanding anything herein to the contrary, indemnifiable Losses made pursuant to this Article IX shall be net of any insurance or other recoveries actually received (but without reduction for any “deductible,” “self-insurance retention” or any similar risk retention expense in respect of applicable insurance policies or other expenses related to incurred in connection with such participation to be reimbursed recovery) by the Indemnifying Indemnified Party as incurredor its Affiliates in connection with the facts giving rise to the right of indemnification. To the extent that any Losses that are subject to indemnification pursuant to this Article IX are covered by general liability insurance coverage or such a policy or other coverage paid for by Company, Parent shall use Specified Efforts to obtain the maximum recovery under such insurance coverage or policy. Notwithstanding any other provision of this Agreement, it is the Indemnifying Party shall not settle any indemnified claim without the consent intention of the Indemnified Personparties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, unless or (ii) relieved of the settlement thereof imposes no liability or obligation onresponsibility to pay any claim which it is obligated to pay. (e) All indemnification obligations of the Holders under this Article IX shall be effected exclusively through a payment to Parent from the funds constituting the Holdback Consideration being held by the Escrow Agent, which shall constitute Parent’s sole and exclusive remedy for any and all matters covered by this Article IX, and includes a complete release from in no event shall any Holder, whether individually or together with other Holders, have any liability of, and does not include of any admission kind in excess of wrongdoing or malfeasance by, the Indemnified PersonHoldback Consideration.

Indemnification Procedures. 8.2.1 Any claim for indemnity pursuant to this Agreement shall be made by the Indemnified Persons by a notice in writing to the Indemnifying Persons (ithe “Indemnification Notice”) Any Indemnified Person shall promptly (and, in any event, within 30 (thirty) days of a third party becoming aware of such claim, setting out (a) notify reasonable details of the applicable Indemnifying Party in writing of any pending facts, matters or threatened claim or demand that circumstances known by the Indemnified Person has determined would reasonably be expected to Persons that give rise to the claim, (b) basis for the allegation if it is alleged that the facts, matters or circumstances referred to in such right notice constitute a breach of indemnification this Agreement, and (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable c) an estimate of the amount thereofof the Loss to the Indemnified Person arising out of or resulting from the claim or the facts, matters or circumstances that give rise to the relevant claim, to the extent known (such noticereasonably ascertainable, an “Indemnification Notice”); provided, however, that in each case without prejudicing the failure Indemnified Person’s right to provide such notice modify any of the aforesaid. The Indemnifying Persons shall not release the Indemnifying Party from be liable for any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims Losses in respect of a breach of a representation, warranty, covenant claim by the Indemnified Persons under or agreement must be delivered prior in connection with this Agreement to the expiration extent that those Losses are increased or are not reduced (to the extent they could otherwise have been reduced) as a result of any failure by the applicable Survival PeriodIndemnified Persons to give notice as contemplated by this Clause 8.2.1. 8.2.2 Within 30 (iithirty) Upon receipt days of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnifying Persons may accept or dispute the claim raised, in full or in part, by the Indemnified Person of its intention to do soPersons under the Indemnification Notice. If any claim is accepted, and the Indemnified Person shall cooperate with the Indemnifying Party Persons shall promptly make the payments in relation to such accepted and its counsel in all commercially reasonable respects in undisputed claims. In the defense thereof and event the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with any books, records and other information reasonably requested claim is disputed by the Indemnifying Party and in Persons, the Indemnifying Persons shall provide written notice to the Indemnified Person’s possession or control. Such cooperation Persons that the Indemnifying Persons dispute such claim for indemnification (which notice must contain sufficient detail so as to put the Indemnified Persons fairly on notice of the Indemnified Person shall be at matters to which the cost Indemnifying Persons object in question and the likely monetary quantum of any Loss not agreed by the Indemnifying Persons). In the event of a disputed claim, the obligation of the Indemnifying Party. After the Indemnifying Party has notified Persons to indemnify the Indemnified Person of its intent Persons pursuant to undertake to defend or settle any such asserted liability, and for so long as this Clause 8 shall arise upon the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations final determination of the settlement thereof indemnity claim in accordance with Clause 12 (Dispute Resolution and Governing Law) below (b) if (1) or as otherwise agreed in writing among the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonParties).

Indemnification Procedures. (iA) Any Each Indemnified Person shall Party agrees that promptly after it becomes aware of facts giving rise to a claim by it for indemnification pursuant to this Article 8, such Indemnified Party must assert its claim for indemnification under this Article 8 (andeach, a “Claim”) by providing written notice (a “Claim Notice”) to the Indemnifying Party allegedly required to provide indemnification protection under this Article 8 specifying, in any eventreasonable detail, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of for such claim Claim (e.g., the underlying representation, warranty, covenant or agreement alleged to have been breached) and a reasonable estimate of the amount thereof, (to the extent that the nature and amount of such Claim is known (or reasonably ascertainable at such notice, an “Indemnification Notice”)time; provided, however, that such amount or estimated amount shall not be conclusive of the final amount, if any, of such Claim). Notwithstanding the foregoing, an Indemnified Party’s failure to provide such notice shall send or delay in sending a Claim Notice will not release relieve the Indemnifying Party from any of its obligations under this Article 6 liability hereunder with respect to such Claim except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant failure or agreement must be delivered prior to the expiration of the applicable Survival Perioddelay. (iiB) Upon In the event of the assertion of any Claim for which, by the terms hereof, an Indemnifying Party is obligated to indemnify an Indemnified Party, the Indemnifying Party will have the right, at such Indemnifying Party’s expense, to assume the defense of same including the appointment and selection of counsel on behalf of the Indemnified Party so long as such counsel is reasonably acceptable to the Indemnified Party. If the Indemnifying Party elects to assume the defense of any such Claim, it shall within thirty (30) days of its receipt of an Indemnification the Claim Notice, notify the Indemnified Party in writing of its intent to do so. The Indemnifying Party will have the right to settle or compromise or take any corrective or remediation action with respect to any such Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party. The Indemnified Party will be entitled, at its own cost, to participate with the Indemnifying Party in the defense of any such Claim. If the Indemnifying Party assumes the defense of any such Claim but fails to diligently prosecute such Claim, or if the Indemnifying Party does not assume the defense of any such Claim, the Indemnified Party may assume control of such defense and in the event it is determined pursuant to the procedures set forth in Article 9 that the Claim was a matter for which the Indemnifying Party is required to provide indemnification under the terms of this Article 8, the Indemnifying Party will bear the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses). Notwithstanding the foregoing, the Indemnifying Party may not assume the defense of the Claim (but will be entitled at its own cost to participate with the Indemnified Party in the defense of any such Claim) if the potential Losses under the Claim could reasonably and in good faith be expected to exceed, in the aggregate when combined with all claims previously made by the Indemnified Party to the Indemnifying Party under this Article 8, the maximum amount for which the Indemnifying Party may be liable pursuant to Section 8.3(C); provided, however, that to the extent the Parties are not in agreement with respect to the calculation of potential Losses the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in assume the defense of such asserted liability and the negotiations of Claim in accordance herewith until the settlement thereof and (b) if (1) the Indemnifying Party hasParties have agreed or a final non-appealable judgment has been entered into, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxesthe determination of the potential Losses. (C) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel Notwithstanding anything to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or contrary in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall will not settle be permitted to settle, compromise, take any indemnified claim without corrective or remedial action or enter into an agreed judgment or consent decree, in each case, that subjects the consent Indemnified Party to any injunctive or other non-monetary relief or any criminal liability, requires an admission of guilt or wrongdoing on the part of the Indemnified Person, unless the settlement thereof Party or imposes no liability any continuing obligation on or obligation on, and includes a complete release requires any payment from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonParty without the Indemnified Party’s prior written consent.

Indemnification Procedures. (i) Any Indemnified Person shall promptly (and, in If any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing of any pending action or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification proceeding (including a pending any governmental investigation or threatened claim inquiry) shall be brought or demand asserted by a third party against the an Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims Holder in respect of a breach which indemnity may be sought from the Company, such Indemnified Holder shall promptly notify the Company in writing, and the Company may assume the defense thereof, including the employment of a representation, warranty, covenant or agreement must be delivered prior counsel reasonably satisfactory to such Indemnified Holder and the expiration payment of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party all expenses. Such Indemnified Holder shall have the right to defend and settle, at its own expense and by its own counsel, employ separate counsel in any such matter as long as the Indemnifying Party pursues the same diligently action and in good faith. If the Indemnifying Party undertakes to defend or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects participate in the defense thereof thereof, but the fees 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 Person’s possession or control. Such cooperation expenses of the Indemnified Person such separate counsel shall be at the cost expense of such Indemnified Holder unless (1) the Company has agreed to pay such fees and expenses, (2) the Company shall have failed to assume the defense of such action or proceeding or has failed to employ counsel reasonably satisfactory to such Indemnified Holder in any such action or proceeding, or (3) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Holder and the Company, and such Indemnified Holder shall have been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Holder that are different from or additional to those available to the Company. If such Indemnified Holder notifies the Company in writing that it elects to employ separate counsel at the expense of the Indemnifying Party. After Company as permitted by the Indemnifying Party has notified provisions of the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defensepreceding paragraph, the Indemnifying Party Company shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Holder. The foregoing notwithstanding, the Company shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for such Indemnified Holder and any other Indemnified Holders (which firm shall be designated in writing by such Indemnified Holders) in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances. The Company shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of any such asserted liability; providedaction or proceeding effected without its written consent, howeverbut if settled with its written consent, that or if there be a final judgment for the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants plaintiff in any such action include both or proceeding, subject to Section 7(a), the Company agrees to indemnify and hold harmless such Indemnified Person Holders from and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from against any loss or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense liability by reason 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personjudgment.

Indemnification Procedures. (ia) Any Promptly after the occurrence of any event or the discovery of any facts which could give rise to a right to indemnification under this Article 6, the person who may be entitled to indemnification (the "Indemnified Person Person") shall promptly (and, in any event, within 30 days of a third party claim) notify give notice to the applicable Indemnifying Party in writing of any pending or threatened claim or demand that required to indemnify the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person"Indemnitor"), specifying in writing, describing in reasonable detail the nature facts and basis circumstances giving rise to the claim for indemnification, the Damages suffered or incurred, including the amount of such Damages, if known, or as estimated, and the provisions of this Agreement relating to such claim and a reasonable estimate for indemnification. The failure of an Indemnified Person to give prompt notice in the amount thereofmanner provided herein shall not relieve the Indemnitor of its obligations under this Article 6, except to the extent known (that the Indemnitor is actually prejudiced by such failure to give prompt notice. Upon receipt of a notice of a claim for indemnification, an “Indemnification Notice”)the Indemnitor shall promptly pay to the Indemnified Person the amount of such Damages in accordance with and subject to the provisions of this Article 6; provided, however, that no such payment shall be due during any period in which the Indemnitor is contesting in good faith either its obligation to make such indemnification or the amount of Damages payable. (b) If any Claim is instituted by a third party with respect to which an Indemnified Person intends to, or may be entitled to, claim a right to indemnification under this Article 6, the Indemnified Person shall promptly notify the Indemnitor of such Claim. The failure of an Indemnified Person to provide such give notice in the manner provided herein shall not release relieve the Indemnifying Party from any Indemnitor of its obligations under this Article 6 6, except to the extent that the Indemnifying Party Indemnitor is materially actually prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior failure to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party give notice. The Indemnitor shall have the right to defend and settlecontrol, at its own expense and by through counsel of its own counselchoosing, the defense of any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend third party Claim, but may compromise or settle the matter described in same only with the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt consent of the Indemnification NoticeIndemnified Person, notify the Indemnified Person of its intention to do so, and the which consent shall not be unreasonably withheld. The Indemnified Person shall cooperate fully with the Indemnifying Party Indemnitor and its counsel in all commercially reasonable respects in the defense thereof of any such third party Claim and shall make available to the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with Indemnitor any books, records and or other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession documents within its control that are necessary or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Partyappropriate for such defense. After the Indemnifying Party has notified the Indemnified Person providing notice of its intent to undertake exercise its right to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues control such defense, the Indemnifying Party Indemnitor shall not be liable responsible for any additional legal or other expenses subsequently incurred by the Indemnified Person in connection with any defense or settlement of such asserted liabilitytherewith; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the control its defense of any such actionthird party Claim and retain its own counsel, with the reasonable fees and expenses and fees to be paid by the Indemnitor, if such Indemnitor shall have consented to such retention of counsel or the Indemnified Party shall have reasonably concluded that representation of such separate counsel and other expenses related to such participation to be reimbursed Indemnified Person by the Indemnifying Party as incurred. Notwithstanding counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other provision of party represented by such counsel in such proceeding. (c) At no time may an Indemnitor assert as a defense to its obligation to provide indemnification as set forth in this AgreementArticle 6 that, prior to the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance byClosing, the Indemnified PersonPerson or any of its employees, agents or affiliates had any knowledge of the matter to which the claim for indemnification relates, or conducted any investigation relating thereto, and each Party hereby irrevocably waives all such defenses.

Indemnification Procedures. A party seeking indemnification (ithe "Indemnitee") Any Indemnified Person shall promptly use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (and, in any event, within 30 days the "Indemnitor") of the assertion of a third party claimclaim for indemnification, but in no event longer than twenty (20) notify days after service of process in the applicable Indemnifying Party in writing of any pending or threatened claim or demand that event litigation is commenced against the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted Indemnitee by a third party against party, or sixty (60) days after the Indemnified Person)assertion of such claim, specifying whichever shall first occur. No such notice of assertion of a claim shall satisfy the requirements of this Section 9.2(c) unless it describes in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faithfaith the facts and circumstances upon which the asserted claim for indemnification is based. If the Indemnifying Party undertakes to defend any action or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person proceeding shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person brought in connection with any defense liability or settlement claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to participate in defend such claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of such asserted liability any indemnified matter. The Indemnitee agrees to use reasonable efforts to cooperate with the Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party arising out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity Indemnitor shall thereupon be subrogated with respect to Taxes) failed (x) to assume the defense such claim or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests claims of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonIndemnitee.

Indemnification Procedures. (ia) Any Indemnified In the event that any Person shall promptly incur or suffer any Damages in respect of which indemnification may be sought hereunder, such Person (and, in any event, within 30 days of the "Indemnitee") may assert a third claim for indemnification by written notice (the "Notice") to the party claim) notify from whom indemnification is being sought (the applicable Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person"Indemnitor"), specifying in reasonable detail stating the amount of Damages, if known, and the nature and basis of such claim and a reasonable estimate claim. In the case of Damages arising or which may arise by reason of any third-party claim, promptly after receipt by an Indemnitee of written notice of the amount thereofassertion or the commencement of any Action with respect to any matter in respect of which indemnification may be sought hereunder, the Indemnitee shall give Notice to the extent known (such noticeIndemnitor and shall thereafter keep the Indemnitor reasonably informed with respect thereto, an “Indemnification Notice”); provided, however, provided that failure of the failure Indemnitee to provide such give the Indemnitor prompt notice as provided herein shall not release relieve the Indemnifying Party from Indemnitor of any of its obligations under this Article 6 hereunder, except to the extent that the Indemnifying Party Indemnitor is materially prejudiced by such failure; provided further that notices for claims in respect . In case any such Action is brought against any Indemnitee, the Indemnitor shall be entitled to assume the defense thereof, by written notice of a breach of a representation, warranty, covenant or agreement must be delivered prior its intention to do so to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 Indemnitee within 30 days after receipt of the Indemnification Notice, notify . If the Indemnified Person of its intention to do so, and the Indemnified Person Indemnitor shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in assume the defense of such Action, it shall not settle such Action without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, provided that an Indemnitee shall not be required to consent to any settlement that (i) does not include as an unconditional term thereof and the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with any books, records and other information reasonably requested giving by the Indemnifying Party and in claimant or the Indemnified Person’s possession or control. Such cooperation plaintiff of a release of the Indemnified Person Indemnitee from all liability with respect to such Action or (ii) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnitee other than financial obligations for which such Indemnitee will be indemnified hereunder. As long as the Indemnitor is contesting any such Action in good faith and on a timely basis, the Indemnitee shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend not pay or settle any claims brought under such asserted liability, and for so long Action. Notwithstanding the assumption by the Indemnitor of the defense of any Action as the Indemnifying Party diligently pursues such defenseprovided in this Section, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person Indemnitee shall be entitled (a) at its expense, permitted to participate in the defense of such asserted liability Action and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) at its own expense; provided, however, that if the defendants in any such action Action shall include both the Indemnified Person an Indemnitor and the Indemnifying Party any Indemnitee and counsel to the Indemnified Person such Indemnitee shall have reasonably concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests counsel selected by Indemnitor has a conflict of interest because of the Indemnified Person reasonably may be deemed availability of different or additional defenses to conflict with the interests of the Indemnifying Partysuch Indemnitee, then the Indemnified Person such Indemnitee shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such actionAction on its behalf, with at the expense of the Indemnitor; provided that the Indemnitor shall not be obligated to pay the expenses of more than one separate counsel for all Indemnitees, taken together. (b) If the Indemnitor shall fail to notify the Indemnitee of its desire to assume the defense of any such Action within the prescribed period of time, or shall notify the Indemnitee that it will not assume the defense of any such Action, then the Indemnitee may assume the defense of any such Action, in which event it may do so acting in good faith in such manner as it may deem appropriate, and fees the Indemnitor shall be bound by any determination made in such Action, provided, however, that the Indemnitee shall not be permitted to settle such action without the consent of the Indemnitor. No such determination or settlement shall affect the right of the Indemnitor to dispute the Indemnitee's claim for indemnification. The Indemnitor shall be permitted to join in the defense of such separate Action and to employ counsel and other expenses related to such participation to be reimbursed at its own expense. (c) Amounts payable by the Indemnifying Party Indemnitor to the Indemnitee in respect of any Damages for which such party is entitled to indemnification hereunder shall be payable by the Indemnitor as incurred. Notwithstanding incurred by the Indemnitee. (d) In the event of any other provision dispute between the parties regarding the applicability of the indemnification provisions of this Agreement, the Indemnifying Party prevailing party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability be entitled to recover all Damages incurred by such party arising out of, and does not include any admission of wrongdoing resulting from or malfeasance by, the Indemnified Personrelating to such dispute.

Indemnification Procedures. A party seeking indemnification (ithe “Indemnitee”) Any Indemnified Person shall promptly use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice (and, in any event, within 30 days of a third “Notice”) to the party claimfrom whom indemnification is sought (the “Indemnitor”) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand event that the Indemnified Person has determined would reasonably be expected to could give rise to an indemnification claim under this Agreement, including the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by any Governmental Authority with respect to Taxes (a “Claim”). No such right Notice of indemnification (including a pending or threatened claim or demand asserted by a third party against Claim shall satisfy the Indemnified Person), specifying requirements of this Section 11.6 unless it describes in reasonable detail and in good faith the nature facts and basis of such claim and a reasonable estimate circumstances of the amount thereofClaim, to the extent known (such noticeby Indemnitee, an “Indemnification Notice”); provided, however, that the failure to provide such and Indemnitee provides copies of any notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims or other document received in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party any Claim. The Indemnitee shall have twenty (20) calendar days from the right to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification NoticeNotice to decide whether to defend such Claim. During such period, notify the Indemnified Person Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of provisional relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its intention to do expenses in doing so. The Indemnitor shall (with, and the Indemnified Person 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 furnishing the Indemnifying Party with any booksif necessary, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation reservation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (arights) at its expense, to participate in control the defense of such asserted liability Claim, using counsel selected by the insurance company insuring against any such Claim and undertaking to defend such Claim, or by other counsel selected by it and approved by the Indemnitee, which approval shall not be unreasonably withheld, delayed or conditioned. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. The Indemnitee agrees to use reasonable efforts to cooperate with the Indemnitor in connection with its defense of any Claims. In the event the Indemnitee has a claim or claims against any third party arising out of or connected with an indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor, and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity Indemnitor shall thereupon be subrogated with respect to Taxes) failed (x) to assume the defense such claim or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests claims of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonIndemnitee.

Indemnification Procedures. (ia) Any If any Person seeking indemnification hereunder (an “Indemnified Person shall promptly (andParty”) believes that a claim, in any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing of any pending demand or threatened claim other circumstance exists that has given or demand that the Indemnified Person has determined would may reasonably be expected to give rise to such a right of indemnification under this Article 15 (including whether or not the amount thereof is then quantifiable) against a pending Party (the “Indemnifying Party”), such Indemnified Party shall assert its claim for indemnification by giving written notice thereof (a “Claim Notice”) to the Indemnifying Party promptly after, and in any event no later than ten (10) Business Days following, receipt of notice of such claim, suit, action or threatened proceeding by such Indemnified Party. Each Claim Notice shall describe the claim or demand asserted by a third party against in reasonable detail. The failure of the Indemnified Person), specifying in reasonable detail Party to so notify the nature Indemnifying Party shall not relieve the Indemnifying Party of liability hereunder except (and basis of such claim and a reasonable estimate of the amount thereof, then only) to the extent known (that the defense of such noticeclaim, an “Indemnification Notice”); providedsuit, however, that action or proceeding is prejudiced by the failure to provide give such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Periodnotice. (iib) Upon receipt by an Indemnifying Party of an Indemnification a Claim Notice, the Indemnifying Party shall be entitled to assume and have sole control over the right to defend and settle, defense of such action or claim at its own sole cost and expense and by with its own counsel, 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 the matter described in the applicable Indemnification Notice, counsel if it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person gives notice of its intention to do so, and so to the Indemnified Person shall cooperate with Party within thirty (30) Days of the receipt of such Claim Notice from the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party and its Party’s retention of counsel in all commercially reasonable respects in shall be subject to 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 Person’s possession or control. Such cooperation written consent of the Indemnified Person Party if such counsel creates a conflict of interest under applicable standards of professional conduct or an unreasonable risk of disclosure of Confidential Information concerning an Indemnified Party, which consent shall not be at the cost unreasonably withheld, conditioned, or delayed. Further upon receipt by an Indemnifying Part of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defensea Claim Notice, the Indemnifying Party shall be entitled to negotiate a settlement or compromise of such action or claim, but only to the extent such settlement or compromise includes a full and unconditional waiver and release of all Indemnified Parties (without any cost or liability of any nature whatsoever to such Indemnified Parties) and such Indemnified Party provides written consent, which shall not be liable for unreasonably withheld, conditioned or delayed. (c) If the Indemnifying Party elects to defend any additional legal expenses incurred by such action or claim, then the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person Party shall be entitled (a) at its expense, to participate in such defense with counsel reasonably acceptable to the defense of Indemnifying Party, at such asserted liability Indemnified Party’s sole cost and expense. Notwithstanding the negotiations of the settlement thereof and (b) foregoing, if (1i) a claim is primarily for non-monetary damages against the Indemnified Party or seeks an injunction or other equitable relief that, if granted, would reasonably be expected to be material to the Indemnified Party, (ii) the Indemnifying Indemnified Party has, within 10 Business Days shall have determined in good faith that an actual or potential conflict of receipt interest makes representation of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and the Indemnified Party by the same counsel or the counsel selected by the Indemnifying Party inappropriate, or (iii) the claim is a criminal proceeding, then in each case the Indemnified Party may, upon notice to the Indemnifying Party, assume the exclusive right to defend, compromise and settle such claim and the reasonable fees and expenses of the Indemnified Person Party’s separate counsel shall have concluded that there may be reasonable defenses available borne by the Indemnifying Party to the extent the claim is indemnifiable hereunder. Notwithstanding anything to the contrary herein, for sake of clarity the Parties agree that the foregoing provisions shall not be construed so as to permit the Indemnified Person that are different from Party to control or assume the defense of any action, lawsuit, proceeding, investigation, demand or other claim brought against the Indemnifying Party concurrently with or in addition a joint proceeding in respect of any claim that is the subject of an indemnification claim hereunder by the Indemnified Party. (d) If, within thirty (30) Days of receipt from an Indemnified Party of any Claim Notice, the Indemnifying Party (i) advises such Indemnified Party in writing that the Indemnifying Party shall not elect to those defend, settle or compromise such action or claim or (ii) fails to make such an election in writing, such Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. (e) Each Indemnified Party shall make available to the Indemnifying Party all information reasonably available to such Indemnified Party relating to such action or if claim, except as may be prohibited by Applicable Law. In addition, the interests 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 action or claim. The Party in charge of the Indemnified Person reasonably may be deemed defense shall keep the other Party fully apprised at all times as to conflict with the interests status of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, or any settlement negotiations with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personrespect thereto.

Indemnification Procedures. All claims or demands for indemnification under Sections 7.1 and 7.2 shall be asserted and resolved as follows: (ia) Any As soon as is reasonably practicable after any Parent Indemnified Person shall promptly (and, in any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing or Company Indemnified Party becomes aware of any pending claim, event or threatened claim circumstance (a “Claim”) that has or demand that the Indemnified Person has determined would reasonably be expected to might give rise to an indemnification obligation under Section 7.1 or Section 7.2 of this Agreement, such right Parent Indemnified Party or Company Indemnified Party, as the case may be (an “Indemnified Person”), shall give written notice thereof (a “Claim Notice”) to the party or parties from which indemnification is sought (the “Indemnifying Persons”). The Claim Notice shall describe the Claim in reasonable detail and shall indicate the amount (estimated if necessary and to the extent feasible) of the Damages that have been or may be suffered by the Indemnified Person. The failure of any Indemnified Person to promptly give the Indemnifying Persons a Claim Notice shall not preclude such Indemnified Person from obtaining indemnification under this Article VII, except to the extent, and only to the extent, that such Indemnified Person’s failure has actually prejudiced the rights or increased the Damages and obligations of any of the Indemnifying Persons hereunder. (including b) With respect to any Claim Notice relating to a pending or threatened claim or demand asserted Claim made by a third party against an Indemnified Person (a “Third Party Claim”), the Indemnifying Person shall have the right upon written notice (a “Control Notice”) to the Indemnified Person within 30 days after receipt from the Indemnified Person of the Claim Notice, to conduct at its expense with counsel reasonably satisfactory to the Indemnified Person the defense against such Third Party Claim in its own name or, if necessary, in the name of the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”); provided, however, that the failure to provide such notice shall not release (i) the Indemnifying Party from any Person may only assume control of its obligations under this Article 6 except to the extent such defense if the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims Person acknowledges in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior writing to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with that any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall Damages that may be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by assessed against the Indemnified Person in connection with any defense such suit or settlement of such asserted liability; provided, however, that proceeding constitute Damages for which the Indemnified Person shall be entitled indemnified pursuant to this Article VII, and (aii) at its expense, to participate in the Indemnifying Person may not assume control of the defense of such asserted a suit or proceeding (A) involving criminal liability or (B) in which any relief other than monetary damages is sought against the Indemnified Person. Except for the matters set forth in Subsections (A) and the negotiations (B) of the settlement thereof and (b) if (1) prior sentence for which the consent of the Indemnifying Party hasPerson is not required, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded not settle a Third Party Claim without the prior written consent of the Indemnifying Person (such consent not to be unreasonably withheld or delayed). In the event that there may be reasonable defenses available to the Indemnifying Person delivers a Control Notice, the Indemnified Person that are different from or in addition to those will cooperate with and make available to the Indemnifying Party or if the interests of the Indemnified Person reasonably such assistance and materials as may be deemed to conflict with the interests of the Indemnifying Partyreasonably requested by it, then and the Indemnified Person shall have the right to select a separate counsel and to assume such legal defense and otherwise at its expense to participate in the defense assisted by counsel of its own choosing. Without the prior written consent of the Indemnified Person (such consent not to be unreasonably withheld or delayed), the Indemnifying Person will not enter into any settlement of any Third Party Claim or cease to defend against such Third Party Claim; provided, that the Indemnified Person may withhold its consent in its sole discretion if pursuant to or as a result of such actionsettlement or cessation, with (i) injunctive or other equitable relief would be imposed against the Indemnified Person or (ii) such settlement or cessation would lead to material liability or create any material financial or other obligation on the part of the Indemnified Person for which the Indemnified Person is not entitled to indemnification hereunder. The Indemnified Persons may employ one separate counsel (and one local counsel in each applicable jurisdiction) and the reasonable out-of-pocket fees and expenses and fees of such separate counsel and other expenses related to such participation to shall be reimbursed paid by the Indemnifying Persons if the named parties to the Third Party Claim (including any impleaded parties) include the Indemnified Person or Indemnified Persons, as incurred. Notwithstanding any other provision of this Agreementapplicable, and the Indemnified Person or Indemnified Persons, as applicable, reasonably determines that the Indemnified Person or Indemnified Persons, as applicable, and the Indemnifying Person have conflicting interests or different defenses available with respect to such Third Party Claim, provided, that the Indemnifying Persons shall not be required to pay the fees and expenses of more than one counsel for all Indemnified Persons (and one local counsel in each applicable jurisdiction) in connection with any one Third Party Claim or related group of Third Party Claims. If an offer is made to settle any indemnified claim without a Third Party Claim, which offer the Indemnifying Person is permitted to settle under this Section 7.4(b) only upon the prior written consent of the Indemnified Person, unless and the settlement thereof imposes no liability or obligation onIndemnifying Person desires to accept and agree to such offer, and includes a complete release from liability of, and the Indemnifying Person will give prompt written notice to the Indemnified Person to that effect. If the Indemnified Person does not include any admission consent to such firm offer within twenty calendar days after its receipt of wrongdoing or malfeasance bysuch notice, the Indemnified PersonPerson may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnifying Person as to such Third Party Claim will not exceed the amount of such settlement offer, plus costs and expenses paid or incurred by the Indemnified Person through the date such settlement offer is given to the Indemnified Person to the extent such amount is otherwise indemnifiable hereunder. (c) Notwithstanding the provisions of Section 9.6, each Indemnifying Person hereby consents to the nonexclusive jurisdiction of any court in which a claim or cause of action in respect of a Third Party Claim is brought against any Indemnified Person for purposes of any such claim that such Indemnified Person may have against the Indemnifying Person under this Agreement with respect to such Third Party Claim. (d) In accordance with Section 7.8, the Shareholders’ Representative shall act as nominee for the Former Company Shareholders with respect to any claim for indemnification under Section 7.1 against the Escrow Shares, and any reference in this Section 7.4 to an Indemnifying Person with respect to the indemnification procedures for a Claim against the Escrow Shares shall mean the Shareholders’ Representative in such capacity pursuant to Section 7.8.

Indemnification Procedures. (ia) Any Indemnified Person shall Each Indemnitee agrees that promptly after it becomes aware of facts giving rise to a claim by it for indemnification pursuant to this Article VII, such Indemnitee will assert its claim for indemnification under this Article VII (andeach, a “Claim”) by providing a written notice (a “Claim Notice”) to the indemnifying party (“Indemnifying Party”) allegedly required to provide indemnification protection under this Article VII specifying, in any eventreasonable detail, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of for such claim and a reasonable estimate of Claim (e.g., the amount thereofunderlying representation, warranty or covenant alleged to have been breached). Notwithstanding the extent known (such noticeforegoing, an “Indemnification Notice”); provided, however, that the Indemnitee’s failure to provide such notice shall send or delay in sending a Claim Notice will not release relieve the Indemnifying Party from any of its obligations under this Article 6 liability hereunder with respect to such Claim except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices failure or delay. (b) In the event of the assertion of any third party Claim for claims which, by the terms hereof, an Indemnifying Party is obligated to indemnify an Indemnitee and in respect of a breach which the Indemnifying Party has agreed in writing to indemnify the Indemnitee for all of a representation, warranty, covenant or agreement must be delivered prior such Indemnitee’s Losses (subject to the expiration of the any applicable Survival Period. (ii) Upon receipt of an Indemnification Noticelimitations in Section 7.4), the Indemnifying Party shall will have the right to defend and settleright, at its own expense such Indemnifying Party’s expense, to assume the defense of same including the appointment and by its own counsel, any such matter as selection of counsel on behalf of the Indemnitee so long as such counsel is reasonably acceptable to the Indemnifying Party pursues the same diligently and in good faithIndemnitee. If the Indemnifying Party undertakes elects to defend or settle assume the matter described in the applicable Indemnification Noticedefense of any such third party Claim, it shall promptly, and in no event later than 10 within thirty (30) days after receipt of the Indemnification Notice, notify the Indemnified Person Indemnitee in writing of its intention intent to do so. Subject to Section 7.5(c), and the Indemnified Person shall cooperate with the Indemnifying Party and its counsel in will have the right to settle or compromise or take any corrective or remedial action with respect to any such Claim by all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with any booksappropriate proceedings, records and other information reasonably requested which proceedings will be diligently prosecuted by the Indemnifying Party and in the Indemnified Person’s possession to a final conclusion or control. Such cooperation of the Indemnified Person shall be settled at the cost discretion of the Indemnifying Party. After The Indemnitee will be entitled, at its own cost, to participate with the Indemnifying Party has notified in the Indemnified Person defense of its intent to undertake to defend or settle any such asserted liabilityClaim, and for so long as unless separate representation of the Indemnitee by counsel is reasonably necessary to avoid a conflict of interest, in which case such representation shall be at the expense of the Indemnifying Party. If the Indemnifying Party assumes the defense of any such third-party Claim but fails to diligently pursues prosecute such defenseClaim, or if the Indemnifying Party does not assume the defense of any such Claim, the Indemnitee may assume control of such defense and in the event the Claim is determined to be a matter for which the Indemnifying Party is required to provide indemnification under the terms of this Article VII, the Indemnifying Party will bear the reasonable costs and expenses of such defense (including fees and expenses of counsel). (c) Notwithstanding anything to the contrary in this Agreement, without the Indemnitee’s prior written consent, which shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense unreasonably withheld, conditioned or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreementdelayed, the Indemnifying Party shall will not settle be permitted to enter into any indemnified claim without the settlement or compromise, take any corrective or remedial action or enter into an agreed judgment or consent of the Indemnified Persondecree, unless the settlement thereof imposes no liability or obligation onin each case, and includes a complete release from liability of, and that (i) does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnitee of a binding, irrevocable, written release of the Indemnitee from all Liability, (ii) provides for any admission of Liability on the part of the Indemnitee, (iii) requires an admission of guilt or wrongdoing on the part of the Indemnitee, (iv) imposes any continuing obligation on or malfeasance byrequires any payment from the Indemnitee or (v) binds the Caliber Entities or any of their respective subsidiaries or any Indemnitee with respect to a Tax after the Closing. (d) Notwithstanding anything to the contrary in this Agreement, without the Indemnified PersonIndemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, an Indemnitee will not be permitted to enter into any settlement or compromise, take any corrective or remedial action or enter into an agreed judgment or consent decree, including in cases where the Indemnittee has assumed control of the defense.

Indemnification Procedures. (a) Whenever any Indemnitee has actual knowledge of the reasonable likelihood of the assertion of a Claim: (i) Any Indemnified Person shall promptly Investor (andacting on its own behalf or, in if requested by any eventsuch Indemnitee other than itself, within 30 days on behalf of a third party claimthe Indemnitee) or the Indemnitee will notify the applicable Indemnifying Party Company in writing of any pending the Claim (the “Notice of Claim”) with reasonable promptness after the Indemnitee has such knowledge relating to the Claim and has notified Investor of the Claim; (ii) the Notice of Claim must specify all material facts known to Investor (or threatened claim or demand if given by such Indemnitee, the Indemnitee) that the Indemnified Person has determined would reasonably be expected to may give rise to such right of indemnification (including a pending the Claim and the monetary amount or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable an estimate of the monetary amount thereofof the Obligation involved if Investor (or if given by such Indemnitee, to the extent known Indemnitee) has knowledge of such amount or a reasonable basis for making such an estimate; (such notice, an “Indemnification Notice”); provided, however, that iii) the failure of Investor or the Indemnitee to provide such notice shall give a Notice of Claim will not release relieve the Indemnifying Party from any Company of its indemnification obligations under this Article 6 Agreement except to the extent that such omission results in a failure of actual notice to the Indemnifying Party Company and the Company is materially prejudiced injured as a result of the failure to give the Notice of Claim; (iv) Investor or the Indemnitee will permit the Company (at the expense of the Company) to assume the defense of the Claim with counsel of its own choosing reasonably satisfactory both to Investor and to any Indemnitee that, in the exercise of the Indemnitee’s good faith judgment, reasonably determines that the Claim presents an actual or potential conflict of interest with Investor. Investor may participate in such defense with counsel of Investor’s choosing at the expense of the Company. If in the exercise of their good faith judgment any one or more other Indemnitees reasonably determines that the Claim presents an actual or potential conflict of interest with Investor and the counsel chosen by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior the Company and approved by Investor pursuant to the expiration of previous sentence is not satisfactory to the applicable Survival Period. (ii) Upon receipt of an Indemnification NoticeIndemnitee or Indemnitees, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend Indemnitee or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to Indemnitees may participate in the defense of such asserted liability and the negotiations Claim with one counsel for all the Indemnitees, at the choosing of the settlement thereof Indemnitees and at the expense of the Company; (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2v) if the defendants Company does not undertake the defense of the Claim within a reasonable time after Investor or another Indemnitee has given the Notice of Claim, or if Investor in any such action include both the Indemnified Person and the Indemnifying Party and counsel good faith determines that it or another Indemnitee has available to the Indemnified Person shall have concluded it one or more defenses or counterclaims that there are inconsistent with one or more of those that may be reasonable defenses available to the Indemnified Person that are different from Company in respect of the Claim or in addition to those available any litigation relating thereto, Investor may, at the expense of the Company and after giving notice to the Indemnifying Party or if Company of such action, undertake the interests defense of the Indemnified Person reasonably may be deemed to conflict with Claim and compromise or settle the interests Claim, all for the account of and at the risk of the Indemnifying PartyCompany, then provided that if Investor does so take over and assume control, Investor will not settle such claim or litigation without the Indemnified Person shall have written consent of the right Company, such consent not to select a separate counsel and to assume such legal defense and otherwise to participate be unreasonably withheld; (vi) 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 as incurred. Notwithstanding any other provision of this AgreementClaim, the Indemnifying Party shall not settle any indemnified claim without Company will not, except with the consent of Investor (or, in the Indemnified Personcase of any entry of any judgment or settlement that is binding on any other Indemnitee, unless the such other Indemnitee), consent to entry of any judgment or enter into any settlement thereof imposes no liability that includes any injunctive or obligation onother non-monetary relief, and includes a complete release from liability of, and or that does not include as an unconditional term thereof the giving by the Person or Persons asserting the Claim to the Indemnitee of a release from all liability with respect to the Claim; and (vii) Investor and each other Indemnitee seeking indemnification under this Agreement will cooperate with the Company, so long as the Company is conducting the defense of the Claim, in the preparation for and the prosecution of the defense of the Claim, including making available evidence within the control of Investor or the Indemnitee, as the case may be, and persons needed as witnesses who are employed by Investor or the Indemnitee, as the case may be, in each case as reasonably needed for such defense and at cost, which cost, to the extent reasonably incurred, to be paid by the Company. (b) The Company hereby agrees to advance reasonable costs and expenses, including reasonable attorney’s fees, incurred by Investor (acting on its own behalf or, if requested by any admission the Indemnitee other than itself, on behalf of wrongdoing the Indemnitee) or malfeasance byany Indemnitee in defending any Claim in advance of the final disposition of the Claim upon receipt of an undertaking by or on behalf of Investor or the Indemnitee to repay amounts so advanced if it is ultimately determined that Investor or the Indemnitee is not entitled to be indemnified by the Company under this Agreement or otherwise. (c) Each Indemnitee will promptly notify the Company in writing of the amount of any Claim actually paid by the Indemnitee (the “Notice of Payment”). The amount of any Claim actually paid by an Indemnitee will bear simple interest at the rate equal to the Chase Manhattan Bank’s prime rate as of the date of such payment plus 2% per annum, from the Indemnified Persondate the Company receives the Notice of Payment to the date on which the Company repays the amount of the Claim plus interest to the Indemnitee.

Indemnification Procedures. (a) In the event that any Legal Proceedings shall be instituted or that any claim or demand shall be asserted by any Person in respect of which payment may be sought under Section 8.2, the Indemnitee shall assert its claim for indemnification (an “Indemnification Claim”) by giving written notice thereof (a “Claim Notice”) to the applicable Indemnitor (i) Any Indemnified if the Indemnification Claim is, or relates to, a claim brought by a Person not a Party or an Affiliate of a Party (a “Third Party”), within 10 Business Days following receipt by Indemnitee of notice of such claim, or (ii) if the Indemnification Claim is not, or does not relate to, a claim brought by a Third Party, within 30 days after the discovery by the Indemnitee of the facts, events or circumstances giving rise to such Indemnification Claim; provided, that no delay on the part of an Indemnitee in giving a Claim Notice shall promptly relieve the Indemnitor of any indemnification obligation hereunder unless the Indemnitor demonstrates that the defense of such Indemnification Claim is materially and adversely prejudiced by such delay. Each Claim Notice shall describe in reasonable detail the facts and circumstances with respect to the subject matter of such claim. (andb) Upon receipt by an Indemnitor of a Claim Notice in respect of a claim of a Third Party, the Indemnitor shall be entitled to (i) assume and have sole control over the defense of such claim at its sole cost and expense and with its own counsel if it gives notice of its intention to do so to the Indemnitee within thirty (30) days of the receipt of the Claim Notice from the Indemnitee; and (ii) negotiate a settlement or compromise of such claim; provided, that (x) such settlement or compromise shall include a full and unconditional waiver and release by the Third Party of all Indemnitees (without any cost or liability of any nature whatsoever to such Indemnitees) and (y) any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnitee, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything herein to the contrary, the Indemnitor shall not be entitled to assume control of the defense and settlement of a claim of a Third Party and shall pay the fees and expenses of counsel retained by the Indemnitee if such claim of the Third Party relates to or arises in connection with any eventcriminal proceeding, action, indictment, allegation or claim or a primary objective of such claim is to seek equitable or injunctive relief against the Indemnitee. If, within 30 days of receipt from an Indemnitee of any Claim Notice with respect to a third party Third Party claim, the Indemnitor (i) notify the applicable Indemnifying Party advises such Indemnitee in writing of any pending that the Indemnitor shall not elect to defend, settle or threatened compromise such claim or demand that the Indemnified Person has determined would reasonably be expected (ii) fails to give rise to make such right of indemnification (including a pending an election in writing, such Indemnitee may, at its option, defend, settle or threatened claim otherwise compromise or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of pay such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”)claim; provided, however, that any such settlement or compromise shall be permitted hereunder only with the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration written consent of the applicable Survival Period. (ii) Upon receipt of an Indemnification NoticeIndemnitor, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent 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 which consent shall not be liable for unreasonably withheld, conditioned or delayed. Unless and until the Indemnitor makes an election in accordance with this Section 8.3 to defend, settle or compromise such claim, all of the Indemnitee’s reasonable costs and expenses arising out of the defense, settlement or compromise of any additional legal expenses incurred such claim shall be considered Losses subject to indemnification hereunder and shall be borne by the Indemnified Person in connection with any defense Indemnitor and payable monthly or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that as legal bills are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 received by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, Indemnitee and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Person.tendered to the

Indemnification Procedures. (ia) Any If any Purchaser Indemnitee or Partnership Indemnitee, as applicable (an “Indemnified Person”), has a claim or receives actual notice of any claim or the commencement of any Proceeding, which could give rise to an obligation on the part of a party hereto to provide indemnification (the “Indemnifying Person”) pursuant to this Article VII (other than a Third Party Indemnification Claim), the Indemnified Person shall promptly give the Indemnifying Person notice thereof (andthe “Indemnification Claim”); provided that the failure to give such prompt notice shall not prevent any Indemnified Person from being indemnified hereunder for any Losses, in any event, within 30 days except to the extent that the failure to so promptly notify the Indemnifying Person materially prejudices the Indemnifying Person’s ability to defend against such Indemnification Claim. (b) Upon receipt by an Indemnified Person of actual notice of a third party claim) notify , or the applicable Indemnifying Party in writing commencement of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted Proceeding, by a third party against (a “Third Party Claim”) that could give rise to an obligation to provide indemnification pursuant to this Article VII, the Indemnified PersonPerson will give the Indemnifying Person prompt written notice thereof (the “Third Party Indemnification Claim”), specifying in reasonable detail ; provided that the nature and basis of such claim and a reasonable estimate failure of the amount thereofIndemnified Person to so promptly notify the Indemnifying Person shall not prevent any Indemnified Person from being indemnified for any Losses, except to the extent known (such notice, an “Indemnification Notice”); provided, however, that the failure to provide such notice shall not release so promptly notify the Indemnifying Party from any of its obligations under this Article 6 except to the extent Person materially prejudices the Indemnifying Party is materially prejudiced by Person’s ability to defend against such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival PeriodIndemnification Claim. (iic) Upon receipt Any Indemnification Claim or Third Party Indemnification Claim will describe the claim in reasonable detail. The Indemnifying Person may elect to assume control over the compromise or defense of an any Third Party Indemnification Notice, Claim at the Indemnifying Party shall have the right to defend and settle, at its Person’s own expense and by its such Indemnifying Person’s own counsel, any such matter as long as which counsel will be reasonably satisfactory to the Indemnifying Party pursues the same diligently and in good faithIndemnified Person. If the Indemnifying Person so elects to assume control over the compromise and defense of such Third Party undertakes to defend or settle Indemnification Claim, the matter described in the applicable Indemnification Notice, it Indemnifying Person shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention such Indemnifying Person’s intent to do so, and the Indemnified Person shall cooperate with reasonably cooperate, at the expense of the Indemnifying Party and its counsel in all commercially reasonable respects Person, in the compromise of, or defense thereof and against, such Third Party Indemnification Claim; provided, that: (i) the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with any booksIndemnified Person may, records and other information reasonably requested by the Indemnifying Party and in if such Indemnified Person so desires, employ one counsel (at the Indemnified Person’s possession expense) to assist in the handling (but not control the defense) of any Third Party Indemnification Claim or control. Such cooperation at the Indemnifying Person’s expense if a conflict of interest between such parties exists in respect thereto that makes separate representation advisable; (ii) the Indemnifying Person shall keep the Indemnified Person advised of all material events with respect to any Third Party Indemnification Claim; (iii) no Indemnifying Person will have any liability for any claim settled by the Indemnified Person without such Indemnifying Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) no Indemnifying Person will, without the prior written consent of the Indemnified Person shall (such consent not to be at unreasonably withheld, conditioned or delayed), settle or compromise or consent to the cost entry of any judgment in any pending or threatened action in respect of which indemnification may be sought hereunder (whether or not any such Indemnified Person is a party to such action), unless such settlement, compromise or consent by its terms (A) obligates the Indemnifying Person to pay the full amount of the Indemnifying Party. After the Indemnifying liability in connection with such Third Party has notified the Indemnified Person Indemnification Claim, (B) does not contain any admission of its intent to undertake to defend wrongdoing or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred illegal conduct by the Indemnified Person in connection with any defense or settlement Person, (C) includes an unconditional release of such asserted liability; provided, however, that the Indemnified Person shall be entitled Persons from all liability relating to or arising out of, or with relating to the subject matter of, such claim or Proceeding, (aD) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed does not impose any (x) to assume the defense injunctive or employ counsel or equitable relief, (y) to notify criminal or quasi-criminal penalty or (z) unsatisfied continuing liability or obligation against the Indemnified Person of such assumption or (2) if Person. Notwithstanding the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Partyforegoing, then the Indemnified Person shall have the right to select a separate counsel and control, pay or settle any proceeding which the Indemnifying Person shall have undertaken to assume such legal defense and otherwise defend if the Indemnified Person elects, in its sole discretion, to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related waive any right to such participation to be reimbursed indemnification therefor by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Person.

Indemnification Procedures. Promptly after receipt by any such Person (ithe “Indemnified Person”) Any of notice of any demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to this Section 4.9, such Indemnified Person shall promptly (and, in any event, within 30 days of a third party claim) notify the applicable Indemnifying Party Company in writing and the Company shall assume the defense thereof, including the employment of any pending or threatened claim or demand that the Indemnified Person has determined would counsel reasonably be expected to give rise satisfactory to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail and shall assume the nature payment of all such Indemnified Liabilities and basis of any and all other fees and expenses relating to such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”)proceeding; provided, however, that the failure of any Indemnified Person so to provide such notice notify the Company shall not release relieve the Indemnifying Party from any Company of its obligations under this Article 6 hereunder except to the extent that the Indemnifying Party Company is materially actually prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior failure to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counselnotify. In any such proceeding, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company and the Indemnified Person have mutually agreed to the retention of such counsel; (ii) the Company shall have failed promptly to assume such legal defense and otherwise to participate in the defense of such action, with the expenses proceeding and fees of such separate to employ counsel and other expenses related reasonably satisfactory to such participation Indemnified Person in such proceeding; or (iii) in the reasonable judgment of counsel to be reimbursed such Indemnified Person, representation of both parties by the Indemnifying Party same counsel may be inappropriate due to actual or potential differing interests between them. The Company shall keep such Indemnified Persons reasonably apprised at all times as incurredto the status of the defense or any settlement negotiations with respect thereto. Notwithstanding any other provision of this Agreement, the Indemnifying Party The Company shall not settle be liable for any indemnified claim settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Without the prior written consent of the Indemnified Person, in its sole discretion, the Company shall not effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding and in no event shall such settlement include any non-monetary limitation on the settlement thereof imposes no liability actions of any Indemnified Person or obligation on, and includes a complete release from liability of, and does not include any of its Affiliates or any admission of wrongdoing fault or malfeasance by, the liability on behalf of any such Indemnified Person.

Indemnification Procedures. The obligations and liabilities of the parties with respect to claims subject to indemnification under this Agreement or the Continuing Guaranty (i“Indemnified Claims”) Any are subject to the following terms and conditions: i. The party claiming a right to indemnification under this Agreement (“Indemnified Person shall promptly Person”) will give prompt written notice to the indemnifying party (and, in any event, within 30 days of a third party claim“Indemnifying Person”) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person)Claim, specifying in reasonable detail the nature stating its nature, basis and basis of such claim and a reasonable estimate of the amount thereofamount, to the extent known known. Each notice will be accompanied by copies of all relevant documentation, including any summons, complaint or other pleading that may have been served or any written demand or other document. ii. With respect to any Indemnified Claim: (such notice, an “Indemnification Notice”); provided, however, that the failure to provide such notice shall not release A) the Indemnifying Party from any Person will defend or settle the Indemnified Claim, subject to provisions of its obligations under this Article 6 except to subsection, (B) the extent Indemnified Person will, at the Indemnifying Party is materially prejudiced Person’s sole cost and expense, cooperate in the defense by such failure; provided further that notices for claims in respect of a breach of a representationproviding access to witnesses and evidence available to it, warranty, covenant or agreement must be delivered prior to (C) the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall Indemnified Person will have the right to defend and settle, participate in any defense at its own cost and expense and by to the extent that, in its own counseljudgment, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do somay otherwise be prejudiced thereby, and (D) the Indemnified Person shall cooperate with will not settle, offer to settle or admit liability as to any Indemnified Claim without the written consent of the Indemnifying Party Person, and its counsel (E) the Indemnifying Person will not settle, offer to settle or admit liability as to any Indemnified Claim in all commercially reasonable respects in which it controls the defense thereof and if the settlement thereof. Such cooperation shall include furnishing settlement, offer or admission contains any admission of fault or guilt on the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in part of the Indemnified Person’s possession , or control. Such cooperation of would impose any liability or other restriction or encumbrance on the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liabilityPerson, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the written consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on. iii. Each party will cooperate with, and includes a complete release from liability comply with all reasonable requests of, each other party and does not include act in a reasonable and good faith manner to minimize the scope of any admission of wrongdoing or malfeasance by, Indemnified Claim. [***] Certain information in this document has been omitted and filed separately with the Indemnified PersonSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Indemnification Procedures. (i) Any references herein to an “Indemnified Person” shall mean an Investor Indemnified Person shall promptly (andor a Company Indemnified Person, in any event, within 30 days as applicable. 1. Promptly after receipt by an Indemnified Person under Sections 6(a) or 6(b) of a third party claim) notify notice of the applicable Indemnifying Party in writing commencement of any pending action or threatened claim proceeding (including any governmental action or demand that the proceeding) involving a Claim, such Indemnified Person has determined would reasonably shall, if a Claim in respect thereof is to be expected made against any indemnifying party under this Section 6, deliver to give rise to such right of indemnification (including the indemnifying party a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate written notice of the amount commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent known (such noticethe indemnifying party so desires, an “Indemnification Notice”)jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate retain its own counsel with the fees and expenses to assume such legal defense and otherwise to participate be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding. The Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, with claim or proceeding effectuated without its written consent, provided, however, that the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party indemnifying party shall not settle any indemnified claim unreasonably withhold, delay, or condition its consent. No indemnifying party shall, without the consent of the Indemnified Person, unless the consent to entry of any judgment or enter into any settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and other compromise which does not include any admission as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of wrongdoing a release from all liability in respect to such claim or malfeasance bylitigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified PersonPerson with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person under this Section 7, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. 2. The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received, or Indemnified Damages are incurred. 3. The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Person against the indemnifying party or others and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

Indemnification Procedures. [1] The LRA shall provide a written and reasonably detailed notice (ithe "Indemnity Notice") Any Indemnified Person shall to UDLP promptly and no later than thirty (and, in any event, within 30 30) days after first learning of facts or circumstances which could reasonably be anticipated to provide the basis of a third party claim) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of for indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person"Indemnity Claim"), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, provided that an “Indemnification Notice”); provided, however, that the failure to provide such notice untimely Indemnity Notice shall not release bar an Indemnity Claim but shall reduce the Indemnifying Party from any of its obligations under this Article 6 except UDLP's liability to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect delay increases the amount or magnitude of a breach of a representation, warranty, covenant the Indemnity Claim or agreement must be delivered prior to the expiration of extent that UDLP's ability to defend the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party Indemnity Claim is prejudiced thereby. [2] UDLP shall have the right to defend and settlecontrol the defense, at its own expense and by its own counselresponse, 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 the matter described in the applicable Indemnification Notice, it shall promptlyproceedings, and in no event any settlement for an Indemnity Claim which arises from a claim or demand by third party (a "Thirty Party Claim"). No later than 10 ten (10) days after its receipt of the Indemnification NoticeIndemnity Notice (the "Election Date"), UDLP shall notify the Indemnified Person LRA whether UDLP elects to defend the LRA against the Third Party Claim. During said ten (10) day period, the LRA may file at UDLP's expense any pleading the LRA reasonably deems necessary to protect its interests, provided that such pleading does not result in an adverse final conclusion of its intention the Third Party Claim or prejudice UDLP's ability to do sodefend the Third Party Claim. [3] If UDLP elects by the Election Date to control the defense, response, proceedings, and the Indemnified Person shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the any 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 Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by Third Party Claim, then [a] UDLP shall diligently pursue a final conclusion as it determines to be appropriate. [b] The LRA shall have the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, right to monitor and participate in the defense of such asserted liability the Third Party Claim at its expense; and [c] UDLP and the negotiations LRA shall cooperate reasonably, including as to contested claims, counterclaims, availability of witnesses and documents. [a] The LRA shall control the defense, response, proceedings, and any settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving shall diligently pursue a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 final conclusion as it determines to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Person.appropriate; and,

Indemnification Procedures. (i) Any The Indemnified Person Party or Indemnified Parties shall promptly (and, in any event, within 30 days notify the Indemnifying Party of a third party claimClaim (including an Infringement Claim) notify or Indemnifiable Loss for which it is seeking indemnification in writing as soon as practicable, together with such further information as is necessary for the applicable Indemnifying Party in writing of any pending to evaluate the Claim (including an Infringement Claim) or threatened claim or demand Indemnifiable Loss to the extent that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending Party or threatened claim Indemnified Parties are in possession or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis have knowledge of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”)information; provided, however, provided that the failure to provide any delay in giving such notice shall not release preclude the Indemnified Party or Indemnified Parties from seeking indemnification for an indemnified Claim (including an Infringement Claim) or an Indemnifiable Loss if: (a) such delay has not materially prejudiced the Indemnifying Party from Party’s ability to defend the Claim (including an Infringement Claim); and (b) such delay does not materially affect the amount of any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced Indemnifiable Losses awarded by such failure; provided further that notices for claims a court or paid in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration settlement of the applicable Survival Period. Claim (ii) Upon receipt of including an Indemnification Notice, the Infringement Claim). The Indemnifying Party shall have control the right to defend and settle, at defense of any Claim (including an Infringement Claim) qualifying for indemnification with counsel of its own expense choosing and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify regularly consult with the Indemnified Person of its intention to do so, Parties and their counsel (and the affected person or entity and its counsel) regarding such defense. However, the Indemnified Person Parties may participate in such defense through counsel of their own choosing at the Indemnified Parties’ expense. The Indemnified Parties shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof of any Claim (including an Infringement Claim) qualifying for indemnification, and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith, all at the settlement thereofIndemnifying Party’s expense. Such cooperation shall include furnishing Upon the Indemnifying Party’s assumption of the defense of an indemnified Claim (including an Infringement Claim) with counsel of its choosing, the Indemnifying Party with any books, records and other information reasonably requested by will not be liable for the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation Litigation Expenses of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liabilityParties; provided, and for so long as the Indemnifying Party diligently pursues such defensehowever, the Indemnifying Party shall not be liable for pay any additional legal expenses Litigation Expenses actually incurred and paid by an Indemnified Party prior to the Indemnified Person in connection with any defense or settlement Indemnifying Party’s assumption of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and an indemnified Claim (b) if (1) including an Infringement Claim). In no event shall the Indemnifying Party hasconsent to entry of judgment or enter into any settlement agreement without the Indemnified Parties’ prior written consent, within 10 Business Days of receipt of an Indemnification Notice involving which consent shall not be unreasonably withheld, conditioned, or delayed. The Parties acknowledge that if either Party agrees to pay a third party claim (other than any fees or amounts pursuant to a claim by contract and such contract is not the result of a Governmental Entity with respect settlement made pursuant to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and this Paragraph 1.9.4, then the Indemnifying Party and counsel is not obligated to indemnify the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying PartyParties, then the Indemnified Person shall have the right to select a separate counsel and to assume as applicable, for 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personamounts.

Indemnification Procedures. (ia) Any Indemnified Person Whenever any Indemnitee shall promptly (and, in any event, within 30 days have actual knowledge of the assertion of a third party claimClaim against it, THD (acting on its own behalf or, if requested by any such Indemnitee other than itself, on behalf of such Indemnitee) or such Indemnitee shall notify the applicable Indemnifying Party appropriate member of the Company Group in writing of the Claim (the “Notice of Claim”) with reasonable promptness after such Indemnitee has such knowledge relating to such Claim and has notified THD thereof; provided the failure or delay of such Indemnitee or THD to give such Notice of Claim shall not relieve any pending or threatened claim or demand Indemnifying Party of its indemnification obligations under this Agreement except to the extent that such omission results in a failure of actual notice to it and it is materially injured as a result of the failure to give such Notice of Claim. The Indemnifying Parties shall, at their expense, undertake the defense of such Claim with attorneys of their own choosing reasonably satisfactory in all respects to THD, subject to the right of THD to undertake such defense as hereinafter provided. THD may participate in such defense with counsel of THD’s choosing at the expense of the Indemnifying Parties. In the event that the Indemnified Indemnifying Parties do not undertake the defense of the Claim within a reasonable time after THD (or, if given by the Indemnitee, the Indemnitee) has given the Notice of Claim, or in the event that THD shall in good faith determine that the defense of any claim by the Indemnifying Parties is inadequate or may conflict with the interest of any Indemnitee (including, without limitation, Claims brought by or on behalf of any member of the Company Group), THD may, at the expense of the Indemnifying Parties and after giving notice to the Indemnifying Parties of such action, undertake the defense of the Claim and compromise or settle the Claim, all for the account of and at the risk of the Indemnifying Parties. In the defense of any Claim against an Indemnitee, no Indemnifying Party shall, except with the prior written consent of THD, consent to entry of any judgment or enter into any settlement that includes any injunctive or other non-monetary relief or any payment of money by such Indemnitee, or that does not include as an unconditional term thereof the giving by the Person has determined would reasonably be expected to give rise or Persons asserting such Claim to such right Indemnitee of indemnification an unconditional release from all liability on any of the matters that are the subject of such Claim and an acknowledgement that Indemnitee denies all wrongdoing in connection with such matters. The Indemnifying Parties shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Claim if such settlement is effected by such Indemnitee without the prior written consent of the Company (including a pending or threatened claim or demand asserted by a third party against the Indemnified Personon behalf of all Indemnifying Parties), specifying which shall not be unreasonably withheld. In each case, the party seeking indemnification hereunder on its own behalf or on behalf of an Indemnitee will cooperate with the Indemnifying Parties, so long as an Indemnifying Party is conducting the defense of the Claim, in reasonable detail the nature preparation for and basis the prosecution of the defense of such claim Claim, including making available evidence within the control of THD and a reasonable estimate of the amount thereofpersons needed as witnesses who are employed by THD, in each case as reasonably needed for such defense and at cost, which cost, to the extent known (such noticereasonably incurred, an “Indemnification Notice”); provided, however, that the failure to provide such notice shall not release be paid by the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival PeriodParties. (iib) Upon THD shall notify the Indemnifying Parties in writing of the amount requested for advances (“Notice of Advances”). The Indemnifying Parties hereby agree to advance reasonable costs and Expenses incurred by THD (acting on its own behalf or, if requested by any such Indemnitee other than itself, on behalf of such Indemnitee) or any Indemnitee in connection with any Claim (but not for any Claim initiated or brought voluntarily by an Indemnitee other than a Proceeding pursuant to Section 2(c)) in advance of the final disposition of such Claim without regard to whether Indemnitee will ultimately be entitled to be indemnified for such costs and expenses upon receipt of an Indemnification Notice, undertaking by or on behalf of THD or such Indemnitee to repay amounts so advanced if it shall ultimately be determined in a decision of a court of competent jurisdiction from which no appeal can be taken that THD or such Indemnitee is not entitled to be indemnified by the Indemnifying Party Parties as authorized by this Agreement. The Indemnifying Parties shall have the right to defend and settle, at its own expense and by its own counsel, any make payment of 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in advances no event later than 10 days after the receipt of the Indemnification Notice, Notice of Advances. (c) THD shall notify the Indemnified Person Indemnifying Parties in writing of its intention the amount of any Claim actually paid by THD (or an Indemnitee) (the “Notice of Payment”). The amount of any Claim actually paid by THD shall bear simple interest at the rate equal to do sothe JPMorgan Chase Bank, and N.A. prime rate as of the Indemnified Person shall cooperate with date of such payment plus 2% per annum, from the date the Indemnifying Party and its counsel in all commercially reasonable respects in Parties receive the defense thereof and Notice of Payment to the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with date on which any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by repay the Indemnified Person in connection with any defense or settlement amount of such asserted liability; providedClaim plus interest thereon to, howeveror as directed by, that the Indemnified Person THD. The Indemnifying Parties shall be entitled (a) at its expensemake indemnification payments to, to participate in the defense of such asserted liability and the negotiations or as directed by, THD no later than 30 days after receipt of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days Notice of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonPayment.

Indemnification Procedures. (ia) Any Indemnified Person Whenever any Indemnitee shall promptly (and, in any event, within 30 days have actual knowledge of the assertion of a third party claim) Claim against it, such Indemnitee shall notify the applicable Indemnifying Party appropriate member of the Company Group in writing of any pending the Claim (the “Notice of Claim”) with reasonable promptness after such Indemnitee has such knowledge relating to such Claim; provided the failure or threatened claim or demand that the Indemnified Person has determined would reasonably be expected delay of such Indemnitee to give rise such Notice of Claim shall not relieve any Indemnifying Party of its indemnification obligations under this Agreement except to the extent that such omission results in a failure of actual notice to it and it is materially injured as a result of the failure to give such Notice of Claim. The Notice of Claim shall specify all material facts known to such right of indemnification (including a pending Indemnitee relating to such Claim and the monetary amount or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable an estimate of the monetary amount thereofof the Obligation involved if such Indemnitee has knowledge of such amount or a reasonable basis for making such an estimate. The Indemnifying Parties shall, at their expense, undertake the defense of such Claim with attorneys of their own choosing reasonably satisfactory in all respects to such Indemnitee, subject to the right of such Indemnitee to undertake such defense as hereinafter provided. An Indemnitee may participate in such defense with counsel of such Indemnitee’s choosing at the expense of the Indemnifying Parties. In the event that the Indemnifying Parties do not undertake the defense of the Claim within a reasonable time after such Indemnitee has given the Notice of Claim, or in the event that such Indemnitee shall in good faith determine that the defense of any claim by the Indemnifying Parties is inadequate or may conflict with the interest of any Indemnitee (including without limitation, Claims brought by or on behalf of any member of the Company Group), such Indemnitee may, at the expense of the Indemnifying Parties and after giving notice to the Indemnifying Parties of such action, undertake the defense of the Claim and compromise or settle the Claim, all for the account of and at the risk of the Indemnifying Parties. In the defense of any Claim against an Indemnitee, no Indemnifying Party shall, except with the prior written consent of such Indemnitee, consent to entry of any judgment or enter into any settlement that includes any injunctive or other non-monetary relief or any payment of money by such Indemnitee, or that does not include as an unconditional term thereof the giving by the Person or Persons asserting such Claim to such Indemnitee of an unconditional release from all liability on any of the matters that are the subject of such Claim and an acknowledgement that such Indemnitee denies all wrongdoing in connection with such matters. The Indemnifying Parties shall not be obligated to indemnify an Indemnitee against amounts paid in settlement of a Claim if such settlement is effected by such Indemnitee without the prior written consent of the Company (on behalf of all Indemnifying Parties), which shall not be unreasonably withheld. In each case, each Indemnitee seeking indemnification hereunder will cooperate with the Indemnifying Parties, so long as an Indemnifying Party is conducting the defense of the Claim, in the preparation for and the prosecution of the defense of such Claim, including making available evidence within the control of such Indemnitee, as the case may be, and persons needed as witnesses who are employed by such Indemnitee, as the case may be, in each case as reasonably needed for such defense and at cost, which cost, to the extent known (such noticereasonably incurred, an “Indemnification Notice”); provided, however, that the failure to provide such notice shall not release be paid by the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival PeriodParties. (iib) Upon An Indemnitee shall notify the Indemnifying Parties in writing of the amount requested for advances (“Notice of Advances”). The Indemnifying Parties hereby agree to advance reasonable costs and Expenses incurred by any Indemnitee in connection with any Claim (but not for any Claim initiated or brought voluntarily by an Indemnitee other than a Proceeding pursuant to Section 2(c)) in advance of the final disposition of such Claim without regard to whether such Indemnitee will ultimately be entitled to be indemnified for such costs and expenses upon receipt of an Indemnification Notice, undertaking by or on behalf of such Indemnitee to repay amounts so advanced if it shall ultimately be determined in a decision of a court of competent jurisdiction from which no appeal can be taken that such Indemnitee is not entitled to be indemnified by the Indemnifying Party Parties as authorized by this Agreement. The Indemnifying Parties shall have the right to defend and settle, at its own expense and by its own counsel, any make payment of 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in advances no event later than 10 days after the receipt of the Indemnification Notice, Notice of Advances. (c) An Indemnitee shall notify the Indemnified Person Indemnifying Parties in writing of its intention the amount of any Claim actually paid by such Indemnitee (the “Notice of Payment”). The amount of any Claim actually paid by such Indemnitee shall bear simple interest at the rate equal to do sothe JPMorgan Chase Bank, and N.A. prime rate as of the Indemnified Person shall cooperate with date of such payment plus 2% per annum, from the date the Indemnifying Party and its counsel in all commercially reasonable respects in Parties receive the defense thereof and Notice of Payment to the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with date on which any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by repay the Indemnified Person in connection with any defense or settlement amount of such asserted liability; provided, however, that the Indemnified Person Claim plus interest thereon to such Indemnitee. The Indemnifying Parties shall be entitled (a) at its expense, make indemnification payments to participate in the defense of such asserted liability and the negotiations Indemnitee no later than 30 days after receipt of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days Notice of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonPayment.

Indemnification Procedures. (ia) Any No Person that may be entitled to be indemnified under this Agreement (the “Indemnified Person Party”) shall promptly be entitled to indemnification against any Losses unless it has given to the party from whom indemnification is sought (andthe “Indemnifying Party”) a written claim notice relating to such Losses (a “Claim Notice”), in any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing of including any pending or threatened claim or demand action asserted by a non-Affiliated Person (or a successor thereof) (a “Third Party Claim”) that the Indemnified Person Party has determined has given or would reasonably be expected to give rise to such a right of indemnification under this Agreement. The Claim Notice shall be given promptly (including a pending or threatened claim or demand asserted by a third party against and in any event within fifteen (15) Business Days) after the Indemnified Person)Party becomes aware of the facts indicating that a claim for indemnification may be warranted and shall, specifying to the extent then known, state in reasonable detail the nature and of the claim, the basis of for such claim and a reasonable estimate set forth the estimated amount of the amount thereof, Losses that have been or may be sustained by an Indemnified Party relating to such claim to the extent known (reasonably ascertainable or estimable, and attach copies of all material written evidence thereof to the date of such notice, . The failure of an “Indemnification Notice”); provided, however, that the failure Indemnified Party to provide such notice timely give a Claim Notice or to include any information in a Claim Notice shall not release relieve the Indemnifying Party from any of its obligations under this Article 6 XVI, except and solely to the extent that the Indemnifying Party is prejudiced by the failure to timely give such Claim Notice. (b) If a Claim Notice relates to a Third Party Claim, the Indemnifying Party may, through counsel of its own choosing at its own expense, assume the defense and investigation of such Third Party Claim; provided that any Indemnified Party shall be entitled to participate in any such defense with counsel of its own choice at its own expense provided further that (i) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense therefor, and (ii) the Indemnifying Party shall be liable for the reasonable fees and expenses of separate counsel retained by the Indemnified Party (A) if the Indemnifying Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party, (B) an actual or likely conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Parties, or (C) the Indemnifying Party shall have authorized the Indemnified Party to employ such separate counsel at the Indemnifying Party’s expense. The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third-Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party: (i) if the Third-Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation against the Indemnified Party; or (ii) if the Third-Party Claim would reasonably be expected to result in an injunction or equitable relief against the Indemnified Party. (c) If the Indemnifying Party elects to assume the defense or investigation of such Third Party Claim, it shall, no later than fifteen (15) Business Days following its receipt of the Claim Notice notify the Indemnified Party in writing of its assumption of the defense or investigation of such Third Party Claim. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise any pending or threatened Third Party Claim in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) or consent to the entry of any judgment except to the extent (i) it includes as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a complete and unconditional written release from all Liability in respect of such Third-Party Claim, (ii) it does not subject the Indemnified Party to any non-monetary relief, injunctive relief or other equitable remedy or other conditions, encumbrance or restrictions, (iii) it does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Indemnified Party and does not include any finding or admission of any violation of applicable Law, (iv) it does not provide for any monetary liability of the Indemnified Party that will not be paid by the Indemnifying Party is materially prejudiced by concurrently with such failure; provided further that notices for claims in respect of a breach of a representationsettlement or compromise, warranty, covenant or agreement must be delivered prior to the expiration and (v) it does not encumber any of the applicable Survival Periodassets of the Indemnified Party or include any restriction or condition that would apply to or adversely affect the Indemnified Party. (d) If the Indemnifying Party (i) does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of the Claim Notice that it will assume the defense and investigation of such Third Party Claim or (ii) Upon receipt after assuming the defense of an Indemnification Noticea Third Party Claim, fails to take reasonable steps necessary to defend such Third Party Claim, then the Indemnified Party shall have the right to maintain control of the defense and investigation of such Third-Party Claim and the Indemnifying Party shall have the right to defend and settleparticipate in any such defense, in each case, at its own expense the Indemnifying Party’s cost and by its own counselexpense. The Indemnified Party shall not, any such matter as long as without the prior written consent of the Indemnifying Party pursues (not to be unreasonably withheld, conditioned or delayed), settle or compromise any pending or threatened Third Party Claim or consent to the same diligently and in good faith. If entry of any judgment, except to the extent the sole relief granted is equitable relief for which the Indemnifying Party undertakes would have no Liability or to defend which the Indemnifying Party would not be subject. (e) The Indemnified Party and the Indemnifying Party shall make reasonably available to each other and their respective Representatives all relevant business records and other documents available to them that are necessary or settle appropriate for the matter described in the applicable Indemnification Noticedefense of any Third Party Claim, it shall promptlysubject to any bona fide claims of attorney-client privilege, and in no event later than 10 days after receipt each of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of use its intent reasonable efforts to undertake to defend or settle any such asserted liabilityassist, and for so long as to cause the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement employees and counsel of such asserted liability; providedparty to assist, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Third Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonClaim.

Indemnification Procedures. If, for so long as this Agreement is in effect, a party entitled to indemnification hereunder ("Indemnified Party") has actual notice or knowledge of any claim or loss for which on by an indemnifying party hereunder ("Indemnifying Party") is asserted, the Indemnified Party shall give to the Indemnifying Party written notice within such time as is reasonable under the circumstances, describing such claim or loss in reasonable detail. In the event that a demand or claim for indemnification is made hereunder with respect to losses the amount or extent of which is not yet known or certain, the notice of demand for indemnification shall so state, and, where practicable, shall include an estimate of the amount of the losses. (a) Unless applicable law mandates a cure within a shorter period of time, the Indemnifying Party shall have 30 calendar days from the date of receipt by Indemnifying Party of written notice of a breach of the Indemnifying Party's representations within, which to cure such breach, or if such breach cannot be cured within 30 days but Indemnifying Party has commenced efforts to cure, then the Indemnifying Party shall have 60 calendar days from the date of such notice to cure such breach. In the event a breach is cured by the Indemnifying Party, the Indemnifying Party shall execute a written acknowledgment of the cure in such form as is approved or provided by the Indemnified Party. (b) In the case of actual notice of indemnification hereunder involving any litigation, arbitration or legal proceeding, the Indemnifying Party shall have responsibility to, and shall employ counsel acceptable to the Indemnified Party, and shall assume all expense with respect to, the defense or settlement or such claim; provided however, that: (i) Any Indemnified Person shall promptly (and, in any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably Party shall be expected entitled to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against participate in the Indemnified Person), specifying in reasonable detail the nature and basis defense of such claim and a reasonable estimate to employ counsel at its own expense to assist in the handling of the amount thereof, to the extent known (such notice, an “Indemnification Notice”)claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period.and (ii) Upon the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such claim or ceasing to defend against such claim if, pursuant to or as a result of such settlement or cessation, (1) injunctive or other relief (excepting the payment of money damages) would be imposed against any Indemnified Party which could materially interfere with the business, operations, assets, conditions (financial or otherwise) or prospects of the Indemnified Party, or (2) the settlement or cessation shall result in an indemnification obligation of the Indemnifying Party that, in the reasonable judgment of the Indemnified Party, cannot be fulfilled by the Indemnifying Party in accordance with the terms of this Agreement. If the Indemnifying Party does not provide to the Indemnified Party, within fifteen (15) days after receipt of an Indemnification Noticea notice of indemnification, a written acknowledgment that the Indemnifying Party shall assume responsibility for the defense or settlement of such claim as provided in this Section 8.4, the Indemnifying Indemnified Party shall have the right to defend and settle, at its own expense and by its own counsel, 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 the matter described claim in the applicable Indemnification Notice, such manner as it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be may deem appropriate at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests expense of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of promptly reimburse the Indemnified PersonParty therefor, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personin accordance with this Agreement.

Indemnification Procedures. (a) If, after the Closing, any Taxing Authority informs Purchaser or any of the Companies of a proposed audit, assessment, dispute or other circumstance relating to any Tax for which Sellers are liable due to any tax consolidation scheme (including the Organschaft with Bakelite) or with respect to which Sellers may incur any liability under this Agreement, Purchaser shall notify Sellers of such matter. Purchaser’s notice shall be given within 20 Business Days after Purchaser or the relevant Company has received the relevant information from the Taxing Authority, or at any earlier date if required to enable Sellers to participate in any Tax audit or to review the relevant Tax assessment within the applicable period available for an appeal or other legal remedy. If Purchaser has reason to believe that a payment is to be made by Sellers pursuant to Section 9.6, such notice shall include a reasonably detailed description of the relevant facts, issues and amounts. (b) Purchaser agrees, and shall cause the relevant Company, (i) Any Indemnified Person shall promptly (and, to give Sellers the opportunity to participate in any eventaudits, within 30 days of a third party claimdisputes, administrative, judicial or other proceedings related to any Pre-Effective Date Tax, (ii) notify the applicable Indemnifying Party in writing upon Sellers’ request and at Sellers’ expense, to challenge and litigate any Tax assessment or other decision of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise Taxing Authority related to such right of indemnification Pre-Effective Date Tax and (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person)iii) to comply, specifying in reasonable detail the nature at Sellers’ expense and basis of such claim and a reasonable estimate of the amount thereof, to the extent known that any actions as instructed by Sellers are legally permissible, with any reasonable written instructions given by Sellers in relation to the conduct of the proceedings referred in (i) and (ii) above. Any non-written instruction by Sellers shall be deemed to be a written instruction for the purpose of this Section 9.7, if the instruction is contained in any written protocol of the relevant meeting, conference or other conversation and such noticeprotocol has been made available to, an “Indemnification Notice”or prepared by, Purchaser, Bakelite or their relevant representative (as set forth above); provided. Any such instruction shall be given reasonably in advance to the management board or managing directors (as the case may be) of Bakelite or to any representative appointed by them in writing. Seller’s rights under this paragraph (b) shall include, howeverwithout limitation, that the failure right to determine in a reasonable manner whether or not any Company will participate in any Tax amnesty with respect to any Pre-Effective Date Tax. In all other respects, Sections 8.6 (b) through (c) shall apply to the defense against any assessments or proceedings related to any Pre-Effective Date Tax. Sellers may appoint, by written notice to Purchaser, a representative acting on behalf of Sellers for the purpose of this Section 9.7 (b). (c) If and to the extent a Tax assessment, being appealable and deviating from a Tax Return or tax charge agreed or deemed to be agreed by Sellers, becomes binding and non-appealable and Purchaser has failed to provide such notice the opportunity to Sellers to challenge or litigate the respective tax assessments, (i) Sellers shall not release no longer be liable under Section 9.6 with respect to the Indemnifying Party binding and non-appealable assessed Tax, and (ii) Purchaser shall indemnify Sellers from the relevant Pre-Effective Date Tax imposed by any Taxing Authority on any Seller (or any parent company of any Seller) as a result of the binding and non-appealable assessment or proceeding except if and to the extent that Purchaser proves that Purchaser’s failure did neither result in nor increase Sellers’ indemnification obligation hereunder or Tax burden under the Tax integration (as the case may be). If Purchaser fails to comply with any of its obligations set forth in this Section 9.7, Sellers shall no longer be liable under this Article 6 except Section 9.6 with respect to the relevant Tax, and with respect to Taxes payable by the Sellers under the Tax integration with Bakelite, Purchaser shall indemnify Sellers from any Pre-Effective Date Taxes imposed by any Taxing Authority on any Seller (or any parent company of any Seller) as a result of the assessment or proceeding to which the respective obligation of Purchaser relates, if and to the extent that Purchaser’s failure has resulted in or increased Sellers’ indemnification obligation hereunder or Tax burden under the Indemnifying Party is materially prejudiced Tax integration (as the case may be). The burden of proof as to whether Purchaser’s failure as referred to in the preceding sentence caused such effects shall be governed by applicable law (including any rules, if any, facilitating any such failure; provided further proof – Beweiserleichterungen - available to Sellers). If no such proof can be made, there shall be a rebuttable presumption (widerlegbare Vermutung) that notices for claims in respect a portion of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration 10% of the Taxes which were the subject of the relevant assessment or proceeding resulted from Purchaser’s failure if Purchaser’s failure consisted in any of the following: (i) any acknowledgement towards (other than with respect to actual facts, if the disclosure of such facts is compelled by any applicable Survival Period. Tax law or by any Taxing Authority), or settlement with, a Taxing Authority (provided, for the avoidance of doubt, that the first sentence of this paragraph (c) shall apply if such acknowledgement or settlement results in any tax assessment becoming final and non-appealable), (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right any material failure to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party comply with any bookswritten instruction (as set forth in paragraph (b) above) given by Sellers in accordance with Section 9.7 (b) or (iii) the failure, records and other information reasonably requested despite a prior written reasonable request made by the Indemnifying Party and in the Indemnified Person’s possession Sellers, to grant them access to documents, directors or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person employees relevant in connection with any defense the assessment or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personproceeding.

Indemnification Procedures. (ia) Any Indemnified Person shall promptly (and, in In the event any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted is made by a third party against any Manager, any Member, the Liquidator, or any stockholder, officer, member, director, agent, employee, successor or assign of any of them, with respect to an actual or potential liability for which any such Person is otherwise entitled to be indemnified under any provisions of Section 7.1(a), 7.1(b) and 12.9(c), and any such Person wishes to be indemnified with respect thereto, such Person shall observe the procedures set forth below in Section 7.2. (b) A party entitled to indemnification pursuant to Article VII (an “Indemnitee”) shall give the party obligated to provide indemnification (the “Indemnitor”) notice in writing of any claim or other matter as to which indemnification will be sought (an “Indemnified Matter”) as promptly as is reasonably practicable after the Indemnitee becomes aware of the Indemnified Person), specifying in reasonable detail Matter and shall thereafter keep the nature and basis of such claim and a reasonable estimate Indemnitor reasonably informed with respect thereto; provided that failure of the amount thereofIndemnitee to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of any of its obligations hereunder, except to the extent known (that the Indemnitor is materially prejudiced by such failure. The Indemnitor shall be entitled to assume the defense or handling of such Indemnified Matter by giving written notice of its intention to do so to the Indemnitee within 30 days after receipt of the notice, with counsel reasonably satisfactory to the Indemnitee at the Indemnitor’s own expense, and the Indemnitee shall cooperate with the Indemnitor, at the Indemnitor’s expense, in any such action. If the Indemnitor shall assume the defense of such Indemnified Matter, it shall not settle such Indemnified Matter unless such settlement includes as an “Indemnification Notice”unconditional term thereof the giving by the claimant or the plaintiff of a full, general release of the Indemnitee, reasonably satisfactory to the Indemnitee, from all liability with respect to such Indemnified Matter. As long as the Indemnitor is contesting any such Indemnified Matter in good faith and on a timely basis, the Indemnitee shall not pay or settle any claims relating to the Indemnified Matter. Notwithstanding the assumption by the Indemnitor of the defense or handling of any Indemnified Matter as provided in this Section 7.2 (b), the Indemnitor shall thereafter consult with the Indemnitee upon its reasonable request from time to time with respect to such Indemnified Matter. The Indemnitee shall be permitted to join in the defense or handling of such Indemnified Matter and to employ counsel at its own expense; provided, however, that if the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant defendants or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend potential defendants or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person obligors in connection with any defense or settlement Indemnified Matter shall include both an Indemnitor and an Indemnitee, and such Indemnitee shall have reasonably concluded that counsel selected by the Indemnitor has a conflict of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations interest because of the settlement thereof and (b) if (1) the Indemnifying Party hasavailability of different or additional defenses to such Indemnitee, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person Indemnitee shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense or handling of such actionIndemnified Matter on its behalf, with the reasonable fees and expenses and fees of such separate counsel and other expenses related to such participation to which shall be reimbursed borne by the Indemnifying Party Indemnitor. (c) If the Indemnitor shall fail to notify the Indemnitee of its desire to assume the defense or handling of any such Indemnified Matter within the prescribed period of time, or shall notify the Indemnitee that it will not assume the defense or handling of any such Indemnified Matter, then the Indemnitee may assume the defense or handling of any such Indemnified Matter, in which event it may do so in such manner as incurred. Notwithstanding it may deem appropriate, and the Indemnitor shall be bound by any other provision of this Agreement, determinations made in connection with such Indemnified Matter or any settlement thereof effected by the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified PersonIndemnitee, unless the settlement thereof imposes no liability Indemnitor shall, within 20 days after notice of the proposed terms of such determination or obligation onsettlement, object to such determination or settlement, as the case may be, and includes agree to pay all reasonable costs and expenses of the Indemnitee in connection with the Indemnitee’s defense of such Indemnified Matter, in which case the Indemnitor shall not be bound by any such determination or settlement effected without its consent, so long as the Indemnitor promptly pays such costs and expenses as incurred by the Indemnitee. The failure or election of the Indemnitor to assume the defense or handling of any such Indemnified Matter shall not be deemed a complete release concession that it is required to indemnify the Indemnitee for the subject matter of such Indemnified Matter. The Indemnitor shall be permitted to join in the defense or handling of such Indemnified Matter and to employ counsel at its own expense. (d) Amounts payable by the Indemnitor to the Indemnitee in respect of any Indemnified Matter for which such party is entitled to indemnification hereunder shall accrue interest at the prime rate (as set forth from liability of, time to time in the Wall Street Journal) plus 3% per annum from and does including the date such Losses are incurred to but not include any admission including the date of wrongdoing payment or malfeasance by, the Indemnified Personsatisfaction of such Losses (with appropriate proration for periods of less than one year).

Indemnification Procedures. Promptly after receipt by AMED (i) Any Indemnified Person shall promptly (andthe "Indemnitee"), in any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing notice of any pending or threatened action, suit, proceeding, audit, claim or demand that the Indemnified Person has determined would reasonably be expected potential claim (any of which is hereinafter individually referred to as a "Circumstance"), which could give rise to such a right of to indemnification for damages pursuant to Section 9.13, the Indemnitee shall give the party who may become obligated to provide indemnification hereunder (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying "Indemnitor") written notice describing the Circumstance in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”)detail; provided, however, that failure of an Indemnitee to give such notice to the Indemnitor shall not relieve the Indemnitor from any of its indemnification obligations hereunder unless (and then only to the extent) that the failure to provide give such notice prejudices the defense of the Circumstance by the Indemnitee. Such Indemnitor shall not release have the Indemnifying Party from any of right, at its obligations under this Article 6 except option and upon its acknowledgment to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims Indemnitee of Indemnitor's liability to indemnify Indemnitee in respect of a breach of a representationsuch asserted liability, warranty, covenant to compromise or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settledefend, at its own expense and by its own counsel, any such matter involving the asserted liability of the Indemnitee; provided, that any such compromise (i) shall include as long as an unconditional term thereof, the Indemnifying Party pursues giving by the same diligently claimant or the plaintiff to such Indemnitee of a release from all liability in respect of such claim and (ii) shall not result in good faiththe imposition on the Indemnitee of any remedy other than monetary damages to be paid in full by the Indemnitor pursuant to this Section 9.14. If the Indemnifying Party undertakes any indemnitor shall undertake to compromise or defend or settle the matter described in the applicable Indemnification Noticeany such asserted liability, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, promptly notify the Indemnified Person Indemnitee of its intention to do so, and the Indemnified Person shall Indemnitee agrees to, and to cause its own independent counsel to, cooperate fully with the Indemnifying Party Indemnitor and its counsel in all commercially reasonable respects in the compromise of, or defense thereof and the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with any booksagainst, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, . All reasonable out-of-pocket costs and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person Indemnitee in connection with any defense or settlement such cooperation (including, without limitation, the reasonable fees and expenses of such asserted liability; provided, however, that the Indemnified Person Indemnitee's own independent counsel) shall be entitled (a) at its expenseborne by the Indemnitor. In any event, the Indemnitee shall have the right to participate with its own counsel (the reasonable fees and expenses of which will be borne by Indemnitor) in the defense of such asserted liability and the negotiations of the settlement thereof and (b) liability; provided that if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) a Circumstance, Indemnitor shall have acknowledged Indemnitor's liability to assume indemnify Indemnitee if and to the defense or employ counsel or (y) to notify the Indemnified Person extent of any loss arising out of such assumption or (2) if Circumstance and Indemnitor shall be diligently defending such matter, Indemnitor shall not be obligated to indemnify Indemnitee for the defendants cost of Indemnitee's participation in such defense, including Indemnitee's attorney's fees. Under no circumstances shall the Indemnitee compromise any such action include both asserted liability without the Indemnified Person and written consent of the Indemnifying Party and counsel to Indemnitor (which consent shall not be unreasonably withheld), unless the Indemnified Person Indemnitor shall have concluded that there may be reasonable defenses available failed or refused to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in undertake the defense of any such action, with asserted liability after a reasonable period of time has elapsed following the expenses and fees notice of a Circumstance received by such separate counsel and other expenses related Indemnitor pursuant to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonSection 9.14.

Indemnification Procedures. (i) 10.2.1 Any Indemnified Person claim for indemnity pursuant to this Agreement shall promptly (and, in any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that be made by the Indemnified Person has determined would reasonably be expected by a notice in writing to the Indemnifying Persons (the “Indemnification Notice”) within 30 (thirty) days of becoming aware of such claim, setting out (a) reasonable details of the facts, matters or circumstances known by the Indemnified Person that give rise to the claim, (b) basis for the allegation if it is alleged that the facts, matters or circumstances referred to in such right notice constitute a breach of indemnification this Agreement, and (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable c) an estimate of the amount thereofof the Loss to the Indemnified Person arising out of or resulting from the claim or the facts, matters or circumstances that give rise to the relevant claim, to the extent known (such noticereasonably ascertainable, an “Indemnification Notice”); provided, however, that in each case without prejudicing the failure Indemnified Person’s right to provide such notice modify any of the aforesaid. The Indemnifying Persons shall not release the Indemnifying Party from be liable for any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims Losses in respect of a breach of a representation, warranty, covenant claim by the Indemnified Person under or agreement must be delivered prior in connection with this Agreement to the expiration extent that those Losses are increased or are not reduced (to the extent they could otherwise have been reduced) as a result of any failure by the applicable Survival PeriodIndemnified Person to give notice as contemplated by this Clause 10.2.1. 10.2.2 Within 30 (iithirty) Upon receipt days of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person shall cooperate with the Indemnifying Party and its counsel Persons may accept or dispute the claim raised, in all commercially reasonable respects full or in the defense thereof and the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with any bookspart, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with under the Indemnification Notice. If any defense or settlement of such asserted liability; providedclaim is accepted, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party Persons shall promptly make the payments in relation to such accepted and undisputed claims. In the event the claim (other than a claim is disputed by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to Persons, the Indemnified Person Indemnifying Persons shall have concluded that there may be reasonable defenses available provide written notice to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of Persons dispute such claim for indemnification (which notice must contain sufficient detail so as to put the Indemnified Person reasonably may be deemed fairly on notice of the matters to conflict with which the interests Indemnifying Persons object in question and the likely monetary quantum of any Loss not agreed by the Indemnifying Persons). In the event of a disputed claim, the obligation of the Indemnifying Party, then Persons to indemnify the Indemnified Person pursuant to this Clause 10 shall have arise upon the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent final determination of the Indemnified Person, unless indemnity claim in accordance with Clause 14 (Dispute Resolution and Governing Law) below (or as otherwise agreed in writing among the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonParties).

Indemnification Procedures. (ia) Any Indemnified In the event any claim is made by a third party against a Partner or Liquidator or any officer or successor or assign of any of them (each of them being referred to as an “Indemnitee”), with respect to an actual or potential liability for which any such Person is otherwise entitled to be indemnified under any provisions of this Article 6 and any such Person wishes to be indemnified with respect thereto, such Person shall promptly notify the Partnership, its receiver or trustee (andthe “Indemnitor”); provided that the failure of any such Person to notify any Indemnitor shall not relieve such Indemnitor from any liability which it otherwise may have to such Person hereunder. (b) Each Indemnitee may by notice to the Indemnitor take control of all aspects of the investigation and defense of all claims asserted against it and may employ counsel of its choice and at the expense of the Indemnitor; provided that (A) the amount of any settlement such Indemnitee may enter into must be consented to by the Indemnitor and no Indemnitee may in connection with any such investigation, defense or settlement, without the consent of the Indemnitor, require the Indemnitor or any of its subsidiaries to take or refrain from taking any action (other than payment of such a settlement amount) or to make any public statement, which such Person reasonably considers to materially adversely affect its interest, and (B) such Indemnitee may not take control of any investigation, defense or settlement which could entail a risk of criminal liability to the Indemnitor or any of its subsidiaries. Upon the request of the Indemnitor, each Indemnitee shall use its best efforts to keep the Indemnitor reasonably apprised of the status of those aspects of such investigation and defense controlled by such Indemnitee and shall provide such information with respect thereto as the Indemnitor may reasonably request. The Indemnitor shall cooperate with the Indemnitee in all reasonable respects with respect thereto. (c) Any Indemnitor may, by notice to the Indemnitees, take control of all aspects of the investigation and defense of all claims asserted against it, and may employ counsel of its choice and at its expense; provided that (A) no Indemnitor may without the consent of any Indemnitee agree to any settlement that requires such Indemnitee to make any payment that is not indemnified hereunder, or does not grant a general release to such Indemnitee, and in any eventevent such Indemnitor may not in connection with any such investigation, within 30 days of a third party claim) notify defense or settlement, without the applicable Indemnifying Party in writing consent of any pending Indemnitee, take or threatened claim or demand that the Indemnified Person has determined refrain from taking any action which would reasonably be expected to give rise to such right of materially impair the indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate Indemnitee hereunder or would require such Indemnitee to take or refrain from taking any action or to make any public statement, which such Person reasonably considers to materially adversely affect its interests, (B) no Indemnitor may take control of any investigation, defense or settlement, without the consent of any Indemnitee, if the liabilities involved in such proceedings involve any material risk of the amount thereofsale, forfeiture or loss of, or the creation of any Lien on, any property of such Indemnitee and (C) no Indemnitor may take control of any investigation, defense or settlement which could entail a risk of criminal liability to any Indemnitee. Upon the extent known (request of any Indemnitee, the Indemnitor shall use its best efforts to keep such notice, an “Indemnification Notice”); provided, however, that Indemnitee reasonably apprised of the failure to status of those aspects of such investigation and defense controlled by such Indemnitor and shall provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by information with respect thereto as such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faithIndemnitee may reasonably request. If the Indemnifying Party undertakes to defend or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person The Indemnitees shall cooperate with the Indemnifying Party and its counsel Indemnitor 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 Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personthereto.

Indemnification Procedures. (1) Promptly after discovery or receipt by any Indemnitee of notice of any demand, claim or circumstance which would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an “Asserted Liability”) that may result in Losses, the Indemnitee shall give written notice thereof (the “Claims Notice”) to the Person or Persons obligated to provide indemnification pursuant to Section 5.3 (collectively, the “Indemnifying Party”). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnitee. The Indemnitee shall thereupon give the Indemnifying Party reasonable access to the books, records and assets of the Indemnitee which evidence or support such Claims Notice and any act, omission or occurrence giving rise to such claim and the right, upon prior notice during normal business hours, to interview any appropriate personnel of the Indemnitee related thereto. Not more than thirty (30) days following receipt of the Claims Notice, the Indemnified Party shall give written notice to the Indemnitee that it either (i) Any Indemnified Person shall promptly (andaccepts liability for the matter set forth in the Claims Notice, in any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, or (ii) disputes such liability and/or the amount thereof, and the specific grounds for such dispute. Failure of the Indemnitee to give the extent known notice provided in the preceding sentence within the time period there provided shall have the same effect as notice under clause (such notice, an “Indemnification Notice”); provided, however, that i) of the failure to provide such notice shall not release preceding sentence. If the Indemnifying Party from any of its obligations under this Article 6 except gives timely notice to the extent Indemnitee that it disputes liability for the Indemnifying Party is materially prejudiced by matter set forth in a Claims Notice, and/or the amount thereof, the parties shall endeavor for a period of twenty (20) days following the Indemnitee’s receipt of such failure; provided further that notices for claims in respect of a breach of a representationnotice (the “Reconciliation Period”) to resolve their differences. Thereafter, warranty, covenant or agreement must any party shall be delivered prior free to the expiration of the applicable Survival Periodinstitute litigation to resolve such differences. (ii2) Upon receipt of an Indemnification Notice, the The Indemnifying Party shall have the right may elect to defend and settlecompromise or defend, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faithAsserted Liability for which it has accepted, or is deemed to have accepted, liability pursuant to Section 5.4(a). If the Indemnifying Party undertakes elects to compromise or defend or settle the matter described in the applicable Indemnification Noticesuch Asserted Liability, it shall promptlywithin thirty (30) days (or sooner, and in no event later than 10 days after receipt if the nature of the Indemnification Notice, Asserted Liability so requires) notify the Indemnified Person Indemnitee in writing of its intention intent to do so. In such event, and the Indemnified Person Indemnitee 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 furnishing the Indemnifying Party with any bookscooperate, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability and may also, at its option, choose to participate in such defense or compromise through counsel of its choosing at its expense. After If the Indemnifying Party has notified elects not to compromise or defend the Indemnified Person Asserted Liability, fails to notify the Indemnitee of its intent election as herein provided or contests its obligation to undertake to indemnify under this Agreement, the Indemnitee may pay, compromise or defend or settle any such asserted liabilityAsserted Liability. Notwithstanding the foregoing, and for so long as neither the Indemnifying Party diligently pursues such defense, nor the Indemnifying Party shall not be liable for Indemnitee may settle or compromise any additional legal expenses incurred by claim over the Indemnified Person in connection with any defense or settlement written objection of such asserted liabilitythe other; provided, however, that the Indemnified Person (i) consent to settlement or compromise shall not be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof unreasonably withheld or delayed and (b) if (1ii) the Indemnifying Party hasmay settle claims for monetary damages, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Partyonly, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless Indemnitee. (3) Notwithstanding any other provision contained herein to the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance bycontrary, the Indemnified Personfailure to notify, or any delay in notifying, the Indemnifying Party of an Asserted Liability will not relieve the Indemnifying Party of any liability that it may have to the Indemnitee, except to the extent the Indemnifying Party’s position is prejudiced as a result of any failure or delay of the Indemnitee in providing any Claims Notice to such Indemnifying Party.

Indemnification Procedures. (a) Any Purchaser Indemnified Person or Seller Indemnified Person (any of them, an “Indemnified Person”) seeking indemnification or reimbursement pursuant to this Article IX shall promptly provide to Seller (if such Indemnified Person is a Purchaser Indemnified Person) or to Purchaser (if such Indemnified Person is a Seller Indemnified Person) (i) Any Indemnified Person shall promptly (and, in any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing written notice of any pending or threatened claim or demand claims that the Indemnified Person has determined would reasonably be expected it may have pursuant to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, to the extent known this Article IX (such notice, an a “Indemnification Claim Notice”, and the recipient of such Claim Notice, the “Indemnifying Person”) and (ii) in the event that there be asserted against any Indemnified Person any written claim or demand by a third-party for which such Indemnified Person may be entitled to indemnification pursuant to this Article IX (a “Third-Party Claim”), a Claim Notice with respect thereto within 15 days following such Indemnified Person’s receipt of such claim (and no fewer than 10 days prior to a scheduled appearance date in a litigated matter); provided, however, that the any failure by such Indemnified Person to provide give such notice shall will not release the Indemnifying Party from relieve any of its indemnification obligations under this Article 6 except hereunder unless and only to the extent the Indemnifying Party Seller or Purchaser, as applicable, is materially prejudiced by such failure; provided further . Each Claim Notice shall contain the amount or a good faith estimate of the potential Damages (the “Damage Estimate”) against which such Indemnified Person seeks indemnification, to the extent then ascertainable, and a statement that notices for claims in such Indemnified Person is entitled to indemnification pursuant to this Article IX with respect to such potential Damages and a reasonable explanation of the basis therefor. If the applicable Indemnifying Person does not notify the Indemnified Person within 30 days following its receipt of a breach Claim Notice (other than a Claim Notice with respect to a Third-Party Claim) that the Indemnifying Person disputes such claim or lacks information to evaluate such claim, such claim shall be conclusively deemed a liability for which the Indemnified Person is entitled to indemnification under Section 9.2, and the amount of a representationsuch claim shall be paid to the Indemnified Person, warrantyon demand, covenant solely with respect to Damages actually suffered or agreement must be delivered incurred prior to the expiration delivery of the applicable Survival PeriodClaim Notice and described in reasonable detail (including the amounts of such Damages) in the Claim Notice (for the avoidance of doubt, disregarding any Damage Estimates or unknown amounts of Damages in the Claim Notice). (iib) Upon receipt With respect to each Third-Party Claim that is the subject of an Indemnification a Claim Notice, the Indemnifying Person shall be entitled, to the extent permitted by applicable Law and subject to the limitations set forth in Section 9.3(c), to assume and control the defense of such Third-Party shall have the right to defend and settleClaim, at its own expense expense, with counsel approved by the applicable Indemnified Person (such approval not to be unreasonably withheld, delayed or conditioned) by notice to such Indemnified Person; provided that Seller shall not be entitled to assume the defense of any Third-Party Claim pursuant to which indemnification is sought solely pursuant to Section 9.2(a)(i) or Section 9.2(a)(v) if (i) the amount in dispute in such Third-Party Claim is reasonably likely to erode the Retention or (ii) if an Insurer under the Representation and by its own counselWarranty Insurance Policy is entitled to assume the defense of such Third-Party Claim pursuant to the Representation and Warranty Insurance Policy (in each case, any such matter as so long as Seller has consented to any provisions of or amendments to the Representation and Warranty Insurance Policy that relate to such assumption; it being understood that Seller has consented to the provisions of the Representation and Warranty Insurance Policy as reflected in the Binder Agreement); provided, further, that the Indemnifying Person shall not be entitled to assume the defense of any Third-Party pursues Claim if the same diligently and in good faith. If the Indemnifying Third-Party undertakes to defend Claim seeks an Order or settle the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later other equitable relief or relief for other than 10 days after receipt of the Indemnification Notice, notify money damages against the Indemnified Person of its intention except where such equitable relief or other relief is immaterial and incidental to do soclaims for monetary damages. The Indemnifying Person may settle, and the Indemnified Person shall cooperate with the Indemnifying compromise or offer to settle or compromise any Third-Party and its counsel in all commercially reasonable respects in Claim that it has elected to assume the defense thereof and of but shall not, without 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 Person’s possession or control. Such cooperation prior written consent of the Indemnified Person (which consent shall not be at unreasonably withheld, conditioned or delayed), settle, compromise or offer to settle or compromise any Third-Party Claim on a basis that would result in or would reasonably be expected to result in (A) the cost imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnifying Party. After applicable Indemnified Person or any of its Affiliates, (B) any non-monetary condition or obligation being imposed on the Indemnifying Party has notified applicable Indemnified Person or any of its Affiliates, (C) any material adverse effect on the business of the applicable Indemnified Person or any of its Affiliates, (D) any admission of fault or liability by any applicable Indemnified Person or any of its Affiliates, (E) an obligation of the Indemnified Person to pay any amount that is not fully indemnified by the Indemnifying Person or (F) loss of coverage under the Representation and Warranty Insurance Policy (so long as Seller has consented to any provisions of or amendments to such policy that relate to settlements; it being understood that Seller has consented to the provisions of the Representation and Warranty Insurance Policy as reflected in the Binder Agreement). Notwithstanding the foregoing, Seller may not settle, compromise or offer to settle or compromise any Third-Party Claim if the Insurer is entitled to consent to such settlement, compromise or offer to settle or compromise under the Representation and Warranty Insurance Policy and such consent shall not have been obtained. (c) In the event that the Indemnifying Person notifies such Indemnified Person that it desires to defend against a Third-Party Claim, such Indemnified Person shall have the right, but not the obligation, to participate in any such defense and employ separate counsel of its intent to undertake to defend or settle choosing. Such Indemnified Person shall participate in any such asserted liabilitydefense at its own expense unless, in the reasonable opinion of outside counsel to such Indemnified Person, (i) a conflict or potential conflict (other than by virtue of delivery of a Claim Notice) exists or (ii) one or more defenses are available to such Indemnified Person that are not available to the Indemnifying Person that would make such separate representation advisable, in which case the reasonable attorneys’ fees, disbursements and expenses of such separate representation shall be indemnifiable Damages; provided, however, that no Indemnified Persons shall be entitled to reimbursement for more than one such counsel (plus any appropriate local counsel) in connection with any Third-Party Claim. (d) In the event that the Indemnifying Person has elected not to control the defense of a Third-Party Claim or does not have a right to control the defense of a Third-Party Claim, the Indemnifying Person shall have no liability with respect to a Third-Party Claim settled or compromised without the Indemnifying Person’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). Subject to the foregoing, for so long as the Indemnifying Person has failed to assume the defense of such Third-Party diligently pursues such Claim, the Indemnified Person will have the right to undertake the defense, compromise or settlement of such Third-Party Claim, in which case the Indemnifying Party shall not be liable for any additional legal reasonable attorneys’ fees, disbursements and expenses incurred of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereof (other than during any period in connection with any defense or settlement which the Indemnified Person shall have failed to give notice of such asserted liabilitythe claim as provided above) may be indemnifiable Damages if provided for in this Article IX; provided, however, that the Indemnified Person Persons shall not be entitled to reimbursement for more than one such counsel (aplus any appropriate local counsel) at its expensein connection with any Third-Party Claim. (e) Purchaser, Seller and the Indemnified Persons shall cooperate in order to participate in ensure the proper and adequate defense of such asserted liability a Third-Party Claim, including by providing access to each other’s relevant business records and other documents and employees. Purchaser, Seller and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (Indemnified Persons shall keep each other than a claim by a Governmental Entity reasonably informed with respect to Taxesthe status of such Third-Party Claim as either may request from time to time. (f) failed (x) Any action to assume the defense or employ counsel or (y) to notify the be taken under this Article IX by any Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to taken by Purchaser on its behalf or the Indemnified Person that are different from or in addition to those available to Seller on its behalf, as the Indemnifying Party or if case may be. Purchaser and Seller, as the interests of the Indemnified Person reasonably case may be deemed to conflict with the interests of the Indemnifying Partybe, then the Indemnified Person shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense enforce this Article IX on behalf 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Person. (g) Notwithstanding the foregoing, in the case of any conflict between this Section 9.3 and Section 10.5 with respect to any Tax dispute, the provisions of Section 10.5 shall control.

Indemnification Procedures. (ia) Any If any Person seeking indemnification hereunder (an “Indemnified Person shall promptly (andParty”) believes that a claim, in any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing of any pending demand or threatened claim other circumstance exists that has given or demand that the Indemnified Person has determined would may reasonably be expected to give rise to such a right of indemnification under this Article 15 (including whether or not the amount thereof is then quantifiable) against a pending Party (the “Indemnifying Party”), such Indemnified Party shall assert its claim for indemnification by giving written notice thereof (a “Claim Notice”) to the Indemnifying Party promptly after, and in any event no later than [**] following, receipt of notice of such claim, suit, action or threatened proceeding by such Indemnified Party. Each Claim Notice shall describe the claim or demand asserted by a third party against in reasonable detail. The failure of the Indemnified Person), specifying in reasonable detail Party to so notify the nature Indemnifying Party shall not relieve the Indemnifying Party of liability hereunder except (and basis of such claim and a reasonable estimate of the amount thereof, then only) to the extent known (that the defense of such noticeclaim, an “Indemnification Notice”); providedsuit, however, that action or proceeding is prejudiced by the failure to provide give such notice shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Periodnotice. (iib) Upon receipt by an Indemnifying Party of an Indemnification a Claim Notice, the Indemnifying Party shall be entitled to (i) assume and have sole control over the right to defend and settle, defense of such action or claim at its own sole cost and expense and by with its own counsel, 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 the matter described in the applicable Indemnification Notice, counsel if it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person gives notice of its intention to do so, and so to the Indemnified Person Party within [**] of the receipt of such notice from the Indemnified Party; provided, that the Indemnifying Party’s retention of counsel shall cooperate be subject to the written consent of the Indemnified Party if such counsel creates a conflict of interest under applicable standards of professional conduct or an unreasonable risk of disclosure of Confidential Information concerning an Indemnified Party, which consent shall not be unreasonably withheld, conditioned, or delayed; and (ii) negotiate a settlement or compromise of such action or claim; provided, that (A) such settlement or compromise shall include a full and unconditional waiver and release of all Indemnified Parties (without any cost or liability of any nature whatsoever to such Indemnified Parties) and (B) any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. (c) If the Indemnifying Party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel reasonably acceptable to the Indemnifying Party, at such Indemnified Party’s sole cost and expense. Notwithstanding the foregoing, if (i) a claim is primarily for non-monetary damages against the Indemnified Party or seeks an injunction or other equitable relief that, if granted, would reasonably be expected to be material to the Indemnified Party, (ii) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation of the Indemnifying Party and its the Indemnified Party by the same counsel in all commercially reasonable respects in or the defense thereof and the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with any books, records and other information reasonably requested counsel selected by the Indemnifying Party and inappropriate, or (iii) the claim is a criminal proceeding, then in each case the Indemnified Person’s possession or control. Such cooperation Party may, upon notice to the Indemnifying Party, assume the exclusive right to defend, compromise and settle such claim and the reasonable fees and expenses of the Indemnified Person Party’s separate counsel shall be at the cost of the Indemnifying Party. After borne by the Indemnifying Party has notified to the extent the claim is indemnifiable hereunder. Notwithstanding anything to the contrary herein, for sake of clarity the Parties agree that the foregoing provisions shall not be construed so as to permit the Indemnified Person Party to control or assume the defense of its intent to undertake to defend any action, lawsuit, proceeding, investigation, demand or settle any such asserted liability, and for so long as other claim brought against the Indemnifying Party diligently pursues concurrently with or in a joint proceeding in respect of any claim that is the subject of an indemnification claim hereunder by the Indemnified Party. (d) If, within [**] of receipt from an Indemnified Party of any Claim Notice, the Indemnifying Party (i) advises such defense, Indemnified Party in writing that the Indemnifying Party shall not be liable for any additional legal expenses incurred by the elect to defend, settle or compromise such action or claim or (ii) fails to make such an election in writing, such Indemnified Person in connection with any defense or settlement of such asserted liability; providedParty may, however, that the Indemnified Person shall be entitled (a) at its expenseoption, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party hasdefend, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense settle or employ counsel otherwise compromise or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any pay such action include both the or claim. (e) Each Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those make available to the Indemnifying Party all information reasonably available to such Indemnified Party relating to such action or if claim, except as may be prohibited by Applicable Law. In addition, the interests 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 action or claim. The Party in charge of the Indemnified Person reasonably may be deemed defense shall keep the other Party fully apprised at all times as to conflict with the interests status of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, or any settlement negotiations with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personrespect thereto.

Indemnification Procedures. (ia) Any Upon any Person entitled to be indemnified under this Article IX (the “Indemnified Person”) becoming aware of a fact, condition or event for which indemnification is provided under this Article IX, the Indemnified Person shall promptly (and, in any event, within 30 days of a third party claim) will with reasonable promptness notify the applicable Person from whom indemnification is sought (the “Indemnifying Party Person”) in writing of any pending such fact, condition or threatened claim or demand that the Indemnified Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate of the amount thereof, to the extent known (such notice, an “Indemnification Notice”)event; provided, however, that the failure to provide such notice shall will not release limit the Indemnifying Party from any of its obligations under this Article 6 Indemnified Person’s right to indemnification hereunder except to the extent that the Indemnifying Party Person is actually materially prejudiced by thereby. If such failure; provided further that notices for claims in respect fact, condition or event is the assertion of a breach of claim by a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Noticethird party, the Indemnifying Party shall Person will be entitled to assume the defense of such claim. Notwithstanding the Indemnifying Person’s election to assume the defense or investigation of such claim, the Indemnified Person will have the right to defend employ separate counsel and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense or investigation of such asserted liability claim, action or proceeding at its own expense. An Indemnifying Person who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and the negotiations expenses of the settlement thereof and more than one counsel for all Indemnified Persons with respect to such claim. (b) if (1) No Indemnifying Person may settle any claim that would give rise to liability on the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests part of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of under this Agreement, the Indemnifying Party shall not settle any indemnified claim Article IX without the prior written consent of the Indemnified Person, unless which consent shall not be unreasonably withheld; provided that an Indemnified Person shall not be required to consent to any settlement involving the imposition of equitable remedies or involving the imposition of any material obligations on such Indemnified Person other than financial obligations for which such Indemnified Person will be indemnified hereunder. No Indemnifying Person shall consent to entry of any judgment or enter into any settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and that does not include any admission of wrongdoing as an unconditional term thereof the giving by the claimant or malfeasance by, plaintiff to the Indemnified PersonPerson of a release from all liability in respect to such claim or litigation. Whenever the Indemnified Person or the Indemnifying Person receives a firm offer to settle a claim for which indemnification is sought under this Article IX, it shall promptly notify the other of such offer.

Indemnification Procedures. (ia) Any The Indemnified Person shall Party seeking indemnification hereunder (a “Claimant”) will promptly give notice to the Parties from which indemnification is claimed (and, in any event, within 30 days of a third party claimthe “Indemnifying Party”) notify the applicable Indemnifying Party in writing of any pending demand, suit, assertion of liability or threatened claim. If the claim relates to an action, suit or demand that the Indemnified proceeding filed by another Person has determined would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified PersonClaimant (a “Third Party Claim”), specifying in reasonable detail then such notice shall be given by the nature and basis Claimant within twenty (20) Business Days after written notice of such claim and a reasonable estimate of the amount thereofaction, suit or proceeding is given to the extent known (such noticeClaimant and shall include true, an “Indemnification Notice”)correct and complete copies of all suit, service and claim documents; provided, however, that the failure or delay of the Claimant to provide any such notice or deliver such copies shall not release the Indemnifying Party from any of its obligations under this Article 6 except ARTICLE 10 unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Periodthereby. (iib) Upon With respect to claims solely between the Parties, following receipt of an Indemnification Noticenotice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the right to defend and settle, at its own expense and by its own counsel, any such matter as long claim as the Indemnifying Party pursues reasonably deems necessary or desirable, and the same diligently Claimant agrees to make available to the Indemnifying Party and its authorized representatives all information relevant and necessary to substantiate the claim, except to the extent any attorney-client privilege would thereby be vitiated. If the Claimant and the Indemnifying Party agree at or prior to the expiration of such thirty (30)-day period to the validity and amount of such claim, then the Indemnifying Party shall promptly pay to the Claimant the full amount of the claim, subject to the terms and limitations hereof. If the Claimant and the Indemnifying Party do not reach any such agreement within such thirty (30)-day period, then the Claimant may seek an appropriate remedy at law or in good faithequity, as applicable, subject to the terms and limitations hereof. If the Indemnifying Party undertakes fails to respond to the Claimant within such thirty (30)-day period then the Indemnifying Party shall be deemed to have agreed to the full amount of the claim. (c) With respect to any Third Party Claim, the Indemnified Party shall promptly cause written notice of the assertion of any Third Party Claim to be forwarded to the Indemnifying Party. The failure of the Indemnified Party to give reasonably prompt notice of any Third Party Claim will not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent that the Indemnifying Party is materially prejudiced as a result of such failure. Subject to the provisions of this Section 10.2, the Indemnifying Party will have the right, at its sole expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party. The Indemnifying Party will have the right, at its sole expense, to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against hereunder; provided, that the Indemnifying Party shall have acknowledged in writing to the Indemnified Party its obligation to indemnify the Indemnified Party as provided hereunder and provided evidence reasonably satisfactory to the Indemnified Party of the Indemnifying Party’s financial ability to properly defend such Third Party Claim. If the Indemnifying Party elects to defend against, negotiate, settle the matter described in the applicable Indemnification Noticeor otherwise deal with any such Third Party Claim, it shall promptly, and in no event later than 10 days after within ten (10) Business Days of its receipt of the Indemnification Notice, Indemnified Party’s written notice of the assertion of such Third Party Claim notify the Indemnified Person Party of its intention intent to do so; provided, that the Indemnifying Party must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard. If the Indemnifying Party elects not to (or is not eligible to) defend against, and (subject to the other limitations set forth in this Agreement) negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against hereunder, fails to notify the Indemnified Party of its election as herein provided or contests its obligation to indemnify the Indemnified Party for such Losses under this Agreement, this will not waive the Indemnifying Party’s right to dispute that it is obligated to indemnify the Indemnified Party hereunder, and the Indemnified Person shall cooperate Party may defend against, negotiate, settle or otherwise deal with such Third Party Claim. If the Indemnified Party defends any Third Party Claim for which the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with any booksis liable to indemnify it hereunder, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, then the Indemnifying Party shall not be liable for any additional legal expenses incurred by reimburse the Indemnified Person Party for the expenses of defending such Third Party Claim upon submission of periodic bills. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party may participate, at his or its own expense, in connection with any (but not control) the defense or settlement of such asserted liabilityThird Party Claim; provided, however, that such Indemnified Party will be entitled to participate (but not control) in any such defense with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnified Person shall Party, a conflict or potential conflict of interests exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; and provided, further, that the Indemnifying Party will not be entitled required to pay for more than one such counsel for all Indemnified Parties in connection with any Third Party Claim. The parties hereto agree to provide reasonable access to the other to such documents and information as may be reasonably requested in connection with the defense, negotiation or settlement of any such Third Party Claim. (ad) at its expenseNotwithstanding anything in this Section 10.3 to the contrary, to participate in upon assuming the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) any Third Party Claim, the Indemnifying Party haswill not, within 10 Business Days without the written consent of receipt the Indemnified Party (which will not be unreasonably withheld or delayed), settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment unless such settlement or judgment (i) relates solely to monetary damages for which the Indemnifying Party shall be responsible and (ii) includes an Indemnification Notice involving a third party claim unqualified release of the Indemnified Party from all liability in respect of the Third Party Claim. (other than a claim e) After any final decision, judgment or award has been rendered by a Governmental Entity with respect of competent jurisdiction and the expiration of the time in which to Taxes) failed (x) to assume the defense appeal therefrom, or employ counsel a settlement has been consummated, or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person Party and the Indemnifying Party and counsel have arrived at a mutually binding agreement, in each case with respect to a Third Party Claim hereunder, the Indemnified Person Party shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available forward to the Indemnifying Party or if the interests notice of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel any sums due and 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 owing by the Indemnifying Party as incurred. Notwithstanding any other provision of pursuant to this Agreement, Agreement with respect to such matter and the Indemnifying Party shall not settle any indemnified claim without the consent pay all of such remaining sums so due and owing to the Indemnified Person, unless Party within five (5) Business Days after the settlement thereof imposes no liability or obligation on, date of such notice. (f) In the event of a conflict between this Section 10.3 and includes Section 7.4(b) in respect of a complete release from liability of, and does not include any admission of wrongdoing or malfeasance byContest, the Indemnified Personprovisions of Section 7.4(b) will control.

Indemnification Procedures. (a) In the event that any Legal Proceedings shall be instituted or that any claim or demand shall be asserted by any Person in respect of which payment may be sought under Section 8.2, the Indemnitee shall assert its claim for indemnification (an “Indemnification Claim”) by giving written notice thereof (a “Claim Notice”) to the applicable Indemnitor (i) Any Indemnified if the Indemnification Claim is, or relates to, a claim brought by a Person not a Party or an Affiliate of a Party (a “Third Party”), within 10 Business Days following receipt by Indemnitee of notice of such claim, or (ii) if the Indemnification Claim is not, or does not relate to, a claim brought by a Third Party, within 30 days after the discovery by the Indemnitee of the facts, events or circumstances giving rise to such Indemnification Claim; provided, that no delay on the part of an Indemnitee in giving a Claim Notice shall promptly relieve the Indemnitor of any indemnification obligation hereunder unless the Indemnitor demonstrates that the defense of such Indemnification Claim is materially and adversely prejudiced by such delay. Each Claim Notice shall describe in reasonable detail the facts and circumstances with respect to the subject matter of such claim. (andb) Upon receipt by an Indemnitor of a Claim Notice in respect of a claim of a Third Party, the Indemnitor shall be entitled to (i) assume and have sole control over the defense of such claim at its sole cost and expense and with its own counsel if it gives notice of its intention to do so to the Indemnitee within thirty (30) days of the receipt of the Claim Notice from the Indemnitee; and (ii) negotiate a settlement or compromise of such claim; provided, that (x) such settlement or compromise shall include a full and unconditional waiver and release by the Third Party of all Indemnitees (without any cost or liability of any nature whatsoever to such Indemnitees) and (y) any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnitee, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything herein to the contrary, the Indemnitor shall not be entitled to assume control of the defense and settlement of a claim of a Third Party and shall pay the fees and expenses of counsel retained by the Indemnitee if such claim of the Third Party relates to or arises in connection with any eventcriminal proceeding, action, indictment, allegation or claim or a primary objective of such claim is to seek equitable or injunctive relief against the Indemnitee. If, within 30 days of receipt from an Indemnitee of any Claim Notice with respect to a third party Third Party claim, the Indemnitor (i) notify advises such Indemnitee in writing that the Indemnitor shall not elect to defend, settle or compromise such claim or (ii) fails to make such an election in writing, such Indemnitee may, at its option, defend, settle or otherwise compromise or pay such claim; provided, that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. Unless and until the Indemnitor makes an election in accordance with this Section 8.3 to defend, settle or compromise such claim, all of the Indemnitee’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such claim shall be considered Losses subject to indemnification hereunder and shall be borne by the Indemnitor and payable monthly or as legal bills are received by the Indemnitee and tendered to the Indemnitor. Each Indemnitee shall make available to the Indemnitor all information reasonably available to such Indemnitee relating to such claim, except as may be prohibited by applicable Law. In addition, the Parties shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense, negotiation or settlement of any such Indemnification Claim. The Party in charge of the defense shall keep the other Parties fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Indemnitor elects to defend any such claim, then the Indemnitee shall be entitled to participate in such defense with counsel reasonably acceptable to the Indemnitor, at such Indemnitee’s sole cost and expense; provided, that such Indemnitee shall be entitled to participate in any such defense with separate counsel at the reasonable expense of the Indemnitor if (i) so requested by the Indemnitor, or (ii) in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict of interests exists between the Indemnitee and the Indemnitor; and provided, further, that the Indemnitor shall not be required to pay for more than one such counsel for all Indemnitees in connection with any Indemnification Claim. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable Indemnifying Party Third Party, and the Indemnitor notifies the Indemnitee in writing of the Indemnitor’s willingness to accept the settlement offer and, subject to the applicable limitations of Sections 8.4 and 8.5, pay the amount called for by such offer, and the Indemnitee declines to accept such offer, the Indemnitee may continue to contest such Indemnification Claim, free of any pending or threatened claim or demand participation by the Indemnitor, and the amount of any ultimate liability with respect to such Indemnification Claim that the Indemnified Person Indemnitor has determined would reasonably an obligation to pay hereunder shall be expected limited to give rise the lesser of (A) the amount of the settlement offer that the Indemnitee declined to accept plus the Losses of the Indemnitee relating to such right Indemnification Claim through the date of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable estimate its rejection of the amount thereofsettlement offer or (B) the aggregate Losses of the Indemnitee with respect to such Indemnification Claim. If the Indemnitee makes any payment on any Indemnification Claim, the Indemnitor shall be subrogated, to the extent known of such payment, to all rights and remedies of the Indemnitee to any insurance benefits or other claims of the Indemnitee with respect to such Indemnification Claim. (such noticec) After any final decision, an “Indemnification Notice”); provided, however, that the failure to provide such notice judgment or award shall not release the Indemnifying Party from any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced have been rendered by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to Governmental Entity and the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Noticetime in which to appeal therefrom, the Indemnifying Party or a settlement shall have been consummated, or the right to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, Indemnitee and the Indemnified Person Indemnitor 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be have arrived at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity mutually binding agreement with respect to Taxes) failed (x) to assume an Indemnification Claim hereunder, the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel Indemnitee shall forward to the Indemnified Person shall have concluded that there may be reasonable defenses available Indemnitor notice of any sums due and owing by the Indemnitor pursuant to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict this Agreement with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 respect to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personmatter.

Indemnification Procedures. (i) Any Indemnified In the event of the assertion or commencement by any Person shall promptly (and, in any event, within 30 days of a third party claim) notify the applicable Indemnifying Party in writing of any pending or threatened claim or demand that legal proceeding (whether against Buyer or against any other Person) with respect to which any Indemnified Party may be entitled to indemnification pursuant to this Article IX, Buyer shall have the Indemnified Person has determined would reasonably be expected right, at its election, to give rise to such right of indemnification proceed with the defense (including a pending settlement or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis compromise) of such claim and a reasonable estimate or legal proceeding on its own; provided, however, that if Buyer settles or compromises any such claim or legal proceeding without the consent of the Sellers or the Sellers’ Representative, such settlement or compromise shall not be conclusive evidence of the amount thereofof Damages incurred by the Indemnified Party in connection with such claim or legal proceeding (it being understood that if Buyer requests that the Sellers or the Sellers’ Representative consent to a settlement or compromise, the Sellers and Sellers’ Representative shall act reasonably in determining whether to provide such consent). Buyer shall give the Sellers’ Representative prompt notice after it becomes aware of the commencement of any such claim or legal proceeding against Buyer; provided, however, any failure on the part of Buyer to so notify the Sellers’ Representative shall not limit any of the obligations of the Sellers or the Sellers’ Representative, or any of the rights of any Indemnified Party, under this Article IX (except to the extent known such failure materially adversely prejudices the defense of such claim or legal proceeding). If Buyer does not elect to proceed with the defense (including settlement or compromise) of any such noticeclaim or legal proceeding, an “Indemnification Notice”)the Sellers’ Representative may proceed with the defense of such claim or legal proceeding with counsel reasonably satisfactory to Buyer; provided, however, that the failure Sellers’ Representative may not settle or compromise any such claim or legal proceeding without the prior written consent of Buyer (which consent may not be unreasonably withheld) unless such settlement or compromise (i) provides for the payment by the Sellers’ Representatives or the Sellers of money as sole relief for the claimant, (ii) results in the full and general release of the Indemnified Parties from all liabilities arising or relating to, or in connection with, a third-party claim, (iii) provides for dismissal with prejudice of the Indemnified Party named therein, and (iv) does not admit, or consent to provide any finding of wrongful conduct or liability by any Indemnified Party. No Indemnified Party (other than Buyer or any successor thereto or assign thereof) shall be permitted to assert any indemnification claim or exercise any other remedy under this Agreement unless Buyer (or any successor thereto or assign thereof) shall have consented to the assertion of such notice indemnification claim or the exercise of such other remedy. Nothing herein shall not release be deemed to prevent the Indemnifying Indemnified Party from making a claim, and an Indemnified Party may make a claim hereunder, for potential or contingent claims or demands; provided, the notice of such claim sets forth the basis for any of its obligations under this Article 6 except such potential or contingent claim or demand to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable Survival Period. (ii) Upon receipt of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnified Person of its intention to do so, then feasible and the Indemnified Person 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 furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Person’s possession or control. Such cooperation of the Indemnified Person shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Person of its intent reasonable grounds to undertake to defend or settle any believe that such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (1) the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there demand may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Personmade.

Indemnification Procedures. 2.2.1 Any claim for indemnity pursuant to this Agreement shall be made by the Indemnified Persons by a notice in writing to the Indemnifying Person (i“Indemnification Notice”) Any Indemnified Person shall promptly (and, in any event, within 30 (thirty) days of a third party becoming aware of such claim, setting out (a) notify reasonable details of the applicable Indemnifying Party in writing of any pending facts, matters or threatened claim or demand that circumstances known by the Indemnified Person has determined would reasonably be expected to Persons that give rise to the claim, (b) basis for the allegation if it is alleged that the facts, matters or circumstances referred to in such right notice constitute a breach of indemnification this Agreement, and (including a pending or threatened claim or demand asserted by a third party against the Indemnified Person), specifying in reasonable detail the nature and basis of such claim and a reasonable c) an estimate of the amount thereofof the Loss to the Indemnified Persons arising out of or resulting from the claim or the facts, matters or circumstances that give rise to the relevant claim, to the extent known (such noticereasonably ascertainable, an “Indemnification Notice”); provided, however, that in each case without prejudicing the failure Indemnified Person’s right to provide such notice modify any of the aforesaid. The Indemnifying Person shall not release the Indemnifying Party from be liable for any of its obligations under this Article 6 except to the extent the Indemnifying Party is materially prejudiced by such failure; provided further that notices for claims Losses in respect of a breach of a representation, warranty, covenant claim by the Indemnified Persons under or agreement must be delivered prior in connection with this Agreement to the expiration extent that those Losses are increased or are not reduced (to the extent they could otherwise have been reduced) as a result of any failure by the applicable Survival PeriodIndemnified Persons to give notice as contemplated by this Clause 2.2.1. 2.2.2 Within 30 (iithirty) Upon receipt days of an Indemnification Notice, the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, 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 the matter described in the applicable Indemnification Notice, it shall promptly, and in no event later than 10 days after receipt of the Indemnification Notice, notify the Indemnifying Person may accept or dispute the claim raised, in full or in part, by the Indemnified Person of its intention to do soPersons under the Indemnification Notice. If any claim is accepted, and the Indemnified Indemnifying Person shall cooperate with promptly make the Indemnifying Party payments in relation to such accepted and its counsel in all commercially reasonable respects in undisputed claims. In the defense thereof and event the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with any books, records and other information reasonably requested claim is disputed by the Indemnifying Party and in Person, the Indemnifying Person shall provide written notice to the Indemnified Person’s possession or control. Such cooperation Persons that the Indemnifying Person disputes such claim for indemnification (which notice must contain sufficient detail so as to put the Indemnified Persons fairly on notice of the Indemnified matters to which the Indemnifying Person shall be at objects in question and the cost likely monetary quantum of any Loss not agreed by the Indemnifying Person). In the event of a disputed claim, the obligation of the Indemnifying Party. After the Indemnifying Party has notified Person to indemnify the Indemnified Person of its intent Persons pursuant to undertake to defend or settle any such asserted liability, and for so long as this Clause 2 shall arise upon the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Person in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Person shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations final determination of the settlement thereof indemnity claim in accordance with Clause 6 (Dispute Resolution and Governing Law) below (b) if (1) or as otherwise agreed in writing among the Indemnifying Party has, within 10 Business Days of receipt of an Indemnification Notice involving a third party claim (other than a claim by a Governmental Entity with respect to Taxes) failed (x) to assume the defense or employ counsel or (y) to notify the Indemnified Person of such assumption or (2) if the defendants in any such action include both the Indemnified Person and the Indemnifying Party and counsel to the Indemnified Person shall have concluded that there may be reasonable defenses available to the Indemnified Person that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Person reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Person shall have the right to select a separate counsel and 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 as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Person, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified PersonParties).