Common use of Indemnification Process Clause in Contracts

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: (a) promptly notifying the indemnifying Party of any claim in writing, provided the failure to provide such notice will not diminish the indemnifying Party’s indemnity obligations hereunder except and only to the extent the indemnifying Party forfeits rights or defenses by reason of such failure; (b) giving the indemnifying Party, at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, management, and settlement of the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will have the right to participate in the defense of any indemnifiable claim with counsel selected by it, at its expense, subject to the indemnifying Party’s right to control the defense thereof. Further, each Party agrees to reasonably cooperate with the other Party’s insurance carrier in connection with any Losses and indemnifiable claims, as applicable. In no event will either Party be liable to the other or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of law.

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned party indemnified under the provisions of this Agreement, upon the indemnified party: (a) promptly notifying the indemnifying Party receipt of written notice of any claim Claim or the service of a summons or other initial legal process upon it in writingany action instituted against it for which it may be entitled to indemnification pursuant to this Agreement, provided shall promptly give written notice of such Claim, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder, provided, however, that the failure to provide such notice will within a reasonable period of time shall not diminish relieve the indemnifying Party’s indemnity party of any of its obligations hereunder except and only to the extent the indemnifying Party forfeits rights or defenses party if prejudiced by reason of such failure; (b) giving the . Each indemnifying Party, at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, management, and settlement of the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will shall be subject to the indemnified party’s written approval in entitled as its sole discretion. The indemnified party will have the right own expense to participate in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any indemnifiable claim with counsel selected reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any Claim or action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party materially different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense and, in such event, the reasonable fees and expenses of such counsel shall be borne by the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, at its expenseand shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, subject to however, that no such Claim or action shall be settled without the written consent of the indemnifying Party’s right to control the defense thereof. Further, each Party agrees to reasonably cooperate with the other Party’s insurance carrier in connection with any Losses and indemnifiable claims, as applicable. In no event will either Party party (which consent shall not be liable to the other unreasonably withheld or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawdelayed).

Indemnification Process. Each In connection with any claim for indemnification under Article 20.1 and Article 20.2 the Parties agree as follows: 20.3.1 The Party seeking indemnification shall promptly advise the other Party in writing of the filing of any suit or of any written or oral claim for which it seeks indemnification upon receipt thereof and shall provide the other Party’s indemnification obligations hereunder are conditioned upon , at its written request, with copies of all documentation relevant to such suit or claim. Failure to so notify the indemnified party: (a) promptly notifying indemnifying Party shall not relieve the indemnifying Party of its obligations under this Contract except to the extent it can demonstrate that it was prejudiced by such failure. Within fifteen (15) days following receipt of written notice from the Party seeking indemnification relating to any claim, but no later than a reasonable time before the date on which any response to a complaint or summons is due, the indemnifying Party shall notify the Party seeking indemnification in writing if the indemnifying Party elects to assume control of the defense or settlement of that claim (a “Notice of Election”) when not contrary to the governing rules of procedure. A Notice of Election shall require the indemnifying Party to assume the defense in full and without reservation of rights. 20.3.2 If the indemnifying Party delivers a Notice of Election relating to any claim within the required notice period, so long as it is actively defending such claim, the indemnifying Party shall be entitled to have sole control over the defense and settlement of such claim; provided that (i) the Party seeking indemnification shall be entitled to participate in writing, provided the failure defense of such claim and to provide such notice will not diminish employ counsel (reasonably acceptable to the indemnifying Party’s indemnity obligations hereunder except ) at its own expense to assist in the handling of such claim provided there is no conflict of interest and only to that such participation would not adversely affect the extent conduct of the proceedings; (ii) where the Party seeking indemnification is so represented, the indemnifying Party forfeits rights or defenses by reason shall keep counsel of the Party seeking indemnification informed of each step in the handling of any such failureclaim; and (biii) giving the indemnifying PartyParty seeking indemnification shall provide, at the indemnifying Party’s request and expense, reasonable such assistance and information requested as is available to the Party seeking indemnification for the defense and settlement of such claim and (iv) the indemnifying Party shall notify the Party seeking indemnification before entering into any non-monetary settlement of such claim or ceasing to defend against such claim. After the indemnifying Party has delivered a Notice of Election relating to any claim in accordance with the preceding paragraph, the indemnifying Party shall not be liable to the Party seeking indemnification for any legal expenses incurred by the Party seeking indemnification in connection with the defense of that claim. In addition, the indemnifying Party shall not be required to indemnify the Party seeking indemnification for any amount paid or payable by the Party seeking indemnification in the settlement of any claim for which the indemnifying Party has delivered a timely Notice of Election if such amount was agreed to without the prior written consent of the indemnifying Party. The indemnifying Party may not settle any claim on behalf of the indemnified Party except claims solely for monetary damages paid by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and (c) granting full. 20.3.3 If the indemnifying Party sole control does not deliver a Notice of the defense, management, and settlement of the claim and the right to make counterclaims pertaining Election relating to any claim within the required notice period or fails actively to defend such indemnifiable claim in claim, the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will seeking indemnification shall have the right to participate defend and/or settle the claim in the defense of any indemnifiable claim with counsel selected by itsuch manner as it may deem appropriate, at its expense, subject to the cost and expense of the indemnifying Party’s . Provided that the Party seeking indemnification acts in good faith, it may settle such claim on any terms it considers appropriate under the circumstances without in any way affecting its right to control be indemnified hereunder. The indemnifying Party shall promptly reimburse the defense thereof. Further, each Party agrees to reasonably cooperate with the other Party’s insurance carrier in connection with any Losses seeking indemnification for all such costs and indemnifiable claims, as applicable. In no event will either Party be liable to the other or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawexpenses.

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: (a) promptly notifying the indemnifying Party Any Buyer Indemnified Person or Seller Indemnified Person (an “Indemnified Person”) seeking indemnification under this Article VII shall give each party from whom indemnification is being sought (each, an “Indemnifying Person”) notice of any matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), describing the breach or inaccuracy and other material facts and circumstances upon which such claim is based and containing a reference to the provisions of this Agreement in writingrespect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, provided however, that the failure so to provide such notice Notice of Claim or any defect in such Notice of Claim will not diminish affect the indemnifying Party’s indemnity obligations hereunder rights of any Indemnified Persons to obtain indemnification hereunder, except and only to the extent the indemnifying Party forfeits rights or defenses by reason of such failure; failure to include information actually and materially prejudices such Indemnifying Person. (b) giving Claims for indemnification hereunder resulting from the indemnifying Party, at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, management, and settlement of the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission assertion of liability will by third parties (each, a “Third Party Claim”) shall be subject to the indemnified partyfollowing terms and conditions: (i) The Indemnified Person may defend any Third Party Claim with counsel of its own choosing, at the Indemnifying Person’s written approval cost, and shall act reasonably and in accordance with its sole discretiongood faith business judgment in handling such Third Party Claim. If the Indemnified Person elects not to defend such Third Party Claim, the Indemnified Person shall promptly provide notice to the Indemnifying Person. The indemnified party will Indemnifying Person shall have ten (10) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person. If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to participate in be represented by its own counsel at its own expense. If the Indemnifying Person fails to undertake the defense of or settle or pay any indemnifiable claim with counsel selected by it, at its expense, subject such Third Party Claim within ten (10) days after the Indemnified Person has given written notice to the indemnifying PartyIndemnifying Person of the claim, or if the Indemnifying Person, after having given such notification to the Indemnified Person, fails within ten (10) days, or at any time thereafter, to defend to the reasonable satisfaction of the Indemnified Person, settle or pay such claim, then the Indemnified Person may take any and all necessary action to dispose of such claim at the Indemnifying Person’s right cost. (ii) The Indemnifying Person and the Indemnified Person shall make available to control each other and their counsel and accountants all books and records and information relating to any Third Party Claims, keep each other apprised as to the details and progress of all proceedings relating thereto and render to each other such assistance as may be reasonably required to ensure the proper and adequate defense of any and all Third Party Claims. (iii) The party controlling the defense thereof. Furtherof a Third Party Claim may settle such Third Party Claim on any terms that it may deem reasonable, each Party agrees to reasonably cooperate with provided that, an Indemnifying Person shall not, without the other PartyIndemnified Person’s insurance carrier in connection with any Losses and indemnifiable claimsprior written consent, as applicable. In no event will either Party be liable settle or compromise such proceeding, claim or demand, or consent to the other entry of any judgment that does not include as an unconditional term thereof the delivery by the claimant or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend plaintiff to the percentage Indemnified Person of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence written release from all liability in respect of such proceeding, claim or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawdemand.

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: (a) promptly notifying the indemnifying Party of Whenever any claim arises for indemnification under this Agreement or an event which may result in writinga claim for such indemnification has occurred for which the Seller Indemnified Parties are entitled to indemnification hereunder, provided the failure to provide such notice Seller Indemnified Party will not diminish the indemnifying Party’s indemnity obligations hereunder except and only to the extent the indemnifying Party forfeits rights or defenses by reason of such failure; (b) giving the indemnifying Party, at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, management, and settlement promptly notify Buyer of the claim and, when known, the facts constituting the basis for such claim. Buyer shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Buyer, and the right to make counterclaims pertaining to any cost of such indemnifiable claim in defense shall be borne by Buyer, provided that the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will Seller Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Seller Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Buyer. The Seller Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Buyer. If Buyer fails to take action within thirty (30) days of notice, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Buyer. The Seller Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Buyer, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Buyer, and any indemnifiable expenses incurred by the Seller Indemnified Parties so acting shall be paid by Buyer. Buyer shall not settle or compromise any third party claim with counsel selected by itpursuant to this Section 7.4 without the prior written consent of the Seller Indemnified Parties (which consent shall not be unreasonably withheld, at its expenseconditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Seller Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Seller Indemnified Parties and provides, subject to in customary form, for the indemnifying Party’s right to control the defense thereof. Further, unconditional release of each Seller Indemnified Party agrees to reasonably cooperate with the other Party’s insurance carrier from all liabilities and obligations in connection with any Losses and indemnifiable claims, as applicable. In no event will either Party be liable to the other or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of law.such claim)

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: (a) promptly notifying the indemnifying Party of Whenever any claim arises for indemnification under this Agreement or an event which may result in writinga claim for such indemnification has occurred for which the Buyer Indemnified Parties are entitled to indemnification hereunder, provided the failure to provide such notice Buyer Indemnified Party will not diminish the indemnifying Party’s indemnity obligations hereunder except and only to the extent the indemnifying Party forfeits rights or defenses by reason of such failure; (b) giving the indemnifying Party, at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, management, and settlement promptly notify Seller of the claim and, when known, the facts constituting the basis for such claim. Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by Seller, and the right to make counterclaims pertaining to any cost of such indemnifiable claim in defense shall be borne by Seller, provided that the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will Buyer Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall also have the right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by Seller, and any indemnifiable expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Seller. Seller will not settle or compromise any third party claim with counsel selected by itpursuant to this Section 7.2 without the prior written consent of the Buyer Indemnified Parties (which consent shall not be unreasonably withheld, at its expenseconditioned or delayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Buyer Indemnified Parties and provides, subject to in customary form, for the indemnifying Party’s right to control the defense thereof. Further, unconditional release of each Buyer Indemnified Party agrees to reasonably cooperate with the other Party’s insurance carrier from all liabilities and obligations in connection with any Losses and indemnifiable claims, as applicable. In no event will either Party be liable to the other or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawsuch claim).

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: (a) promptly notifying Any Person entitled to make a claim for indemnification under Section 10.02 or Section 10.03 (an “Indemnified Person”) shall notify the indemnifying Party party (an “Indemnifying Person”) in writing (the “Notice of any Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), describing the breach or inaccuracy and other material facts and circumstances upon which such claim is based and containing a reference to the provisions of this Agreement in writingrespect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, provided however, that the failure so to provide such notice Notice of Claim or any defect in such Notice of Claim will not diminish affect the indemnifying Party’s indemnity obligations hereunder rights of any Indemnified Persons to obtain indemnification hereunder, except and only to the extent such failure to include information actually and materially prejudices such Indemnifying Person. Notwithstanding the indemnifying Party forfeits rights foregoing, no claim shall be brought under this Article X with respect to an event of indemnification described in Section 10.02(a)(i), (iii), or defenses by reason Section 10.02(b)(i) or (ii), unless the Indemnified Person, at any time prior to the end of the General Survival Period, gives the Indemnifying Person(s) a Notice of Claim with respect to such failure; claim. If a Notice of Claim has been given on or prior to the end of the General Survival Period, the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. (b) Except as provided below, the Indemnifying Person may elect to assume the defense of any Claims for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party Claim”) with counsel reasonably satisfactory to the Indemnified Person by (i) giving notice to the Indemnified Person of its election to assume the defense of the Third Party Claim and (ii) giving the indemnifying PartyIndemnified Person evidence acceptable to the Indemnified Person that the Indemnifying Person has adequate financial resources to defend against the Third Party Claim and fulfill its obligations under this Article X, at in each case no later than 10 days after the indemnifying PartyIndemnified Person gives notice of the assertion of a Third Party Claim. If the Indemnifying Person elects to assume the defense of a Third Party Claim: (i) it shall diligently conduct the defense and shall not be liable to the Indemnified Person for any Indemnified Person’s expense, reasonable assistance and information requested by the indemnifying Party fees or expenses subsequently incurred in connection with the defense of the Third Party Claim other than reasonable costs of investigation; (ii) the election will conclusively establish for purposes of this Agreement that the Indemnified Person is entitled to relief under this Agreement for any Loss arising from or in connection with the Third Party Claim (subject to the provisions of this Article X; (iii) no compromise or settlement of such Third Party Claim may be effected by the Indemnifying Person without the Indemnified Person’s consent unless (A) there is no finding or both admission of any violation by the indemnifiable claimIndemnified Person of any Law or any rights of any Person, (B) the Indemnified Person receives a full release of and from any other claims that may be made against the Indemnified Person by the third party bringing the Third Party Claim, and (C) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and and (iv) the Indemnifying Person shall have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) granting If the indemnifying Indemnifying Person does not assume the defense of a Third Party sole control Claim in the manner and within the period provided above, the Indemnified Person may conduct the defense of the Third Party Claim at the expense of the Indemnifying Person. Indemnifying Person will be bound by any determination resulting from such Third Party Claim or, upon the consent of Indemnifying Person, which consent shall not be unreasonably withheld, conditioned or delayed, any compromise or settlement effected by the Indemnified Person. (d) With respect to any Third Party Claim subject to this Article X: (i) any Indemnified Person and any Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third Party Claim and any related Action at all stages thereof where such Person is not represented by its own counsel; and (ii) both the Indemnified Person and the Indemnifying Person, as the case may be, shall render to each other such assistance as they may reasonably require of each other and shall cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third Party Claim. (e) With respect to any Third Party Claim subject to this Article X, the parties shall cooperate in a manner to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges, including making reasonable best efforts to comply with the provisions of Section 12.16. In connection therewith, each party agrees that: (i) it will use its best efforts, in respect of any Third Party Claim in which it has assumed or participated in the defense, management, to avoid production of Confidential Information (consistent with applicable Law and settlement rules of the claim procedure); and (ii) all communications between any party and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will have the right to participate counsel responsible for or participating in the defense of any indemnifiable claim with counsel selected by itThird Party Claim shall, at its expense, subject to the indemnifying Party’s right extent possible, be made so as to control the defense thereof. Further, each Party agrees to reasonably cooperate with the other Party’s insurance carrier in connection with preserve any Losses and indemnifiable claims, as applicable. In no event will either Party be liable to the other applicable attorney-client or to any thirdwork-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawproduct privilege.

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: (a) Any Buyer Indemnified Person or Seller Indemnified Person (an “Indemnified Person”) seeking indemnification under this Article VII shall give each party from whom indemnification is being sought (each, an “Indemnifying Person”) notice of any matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), describing the breach or inaccuracy and other material facts and circumstances upon which such claim is based and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises as promptly notifying as practicable after becoming aware of such matter; provided, however, that the indemnifying Party failure so to provide such Notice of Claim or any defect in such Notice of Claim will not affect the rights of any Indemnified Persons to obtain indemnification hereunder, except to the extent such failure to include information actually and materially prejudices such Indemnifying Person. (b) Upon any Indemnified Persons becoming aware of any claim in writingas to which indemnification may be sought by such Indemnified Person pursuant to this Article VII, provided the failure such Indemnified Person shall utilize commercially reasonable efforts, consistent with normal practices and policies and good commercial practice, to provide mitigate such notice will not diminish the indemnifying Party’s indemnity obligations hereunder except and only to the extent the indemnifying Party forfeits rights or defenses by reason of such failure; (b) giving the indemnifying Party, at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and Losses (c) granting Claims for indemnification hereunder resulting from the indemnifying Party sole control of the defense, management, and settlement of the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission assertion of liability will by third parties (each, a “Third Party Claim”) shall be subject to the indemnified partyfollowing terms and conditions: (i) The Indemnified Person may defend any Third Party Claim with counsel of its own choosing, at the Indemnifying Person’s written approval cost, and shall act reasonably and in accordance with its sole discretiongood faith business judgment in handling such Third Party Claim. If the Indemnified Person elects not to defend such Third Party Claim, the Indemnified Person shall promptly provide notice to the Indemnifying Person. The indemnified party will Indemnifying Person shall have ten (10) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person. If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to participate in be represented by its own counsel at its own expense. If the Indemnifying Person fails to undertake the defense of or settle or pay any indemnifiable claim with counsel selected by it, at its expense, subject such Third Party Claim within ten (10) days after the Indemnified Person has given written notice to the indemnifying PartyIndemnifying Person of the claim, or if the Indemnifying Person, after having given such notification to the Indemnified Person, fails within ten (10) days, or at any time thereafter, to defend to the reasonable satisfaction of the Indemnified Person, settle or pay such claim, then the Indemnified Person may take any and all necessary action to dispose of such claim at the Indemnifying Person’s right cost. (ii) The Indemnifying Person and the Indemnified Person shall make available to control each other and their counsel and accountants all books and records and information relating to any Third Party Claims, keep each other apprised as to the details and progress of all proceedings relating thereto and render to each other such assistance as may be reasonably required to ensure the proper and adequate defense of any and all Third Party Claims. (iii) The party controlling the defense thereof. Furtherof a Third Party Claim may settle such Third Party Claim on any terms that it may deem reasonable, each Party agrees to reasonably cooperate with provided that, an Indemnifying Person shall not, without the other PartyIndemnified Person’s insurance carrier in connection with any Losses and indemnifiable claimsprior written consent, as applicable. In no event will either Party be liable settle or compromise such proceeding, claim or demand, or consent to the other entry of any judgment that does not include as an unconditional term thereof the delivery by the claimant or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend plaintiff to the percentage Indemnified Person of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence written release from all liability in respect of such proceeding, claim or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawdemand.

Indemnification Process. Each Party’s If any Action is commenced or threatened that may give rise to a claim for indemnification obligations hereunder are conditioned upon (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Person”) against the indemnified party: Seller, then such Indemnified Person will promptly give written notice to the Seller of such Indemnification Claim including a description thereof in reasonable detail sufficient for the Seller to assess whether such claim is a valid Indemnification Claim (a) promptly notifying an “Indemnification Notice”). Failure to notify the indemnifying Party Seller will not relieve the Seller of any claim in writingliability it may have to the Indemnified Person, provided the failure to provide such notice will not diminish the indemnifying Party’s indemnity obligations hereunder except and only to the extent the indemnifying Party forfeits rights or defenses by reason defense of such failure; (b) giving Action is materially and irrevocably prejudiced by the indemnifying PartyIndemnified Person’s failure to give such notice. In the event of an Indemnification Claim that arises out of the claim of any third party, the Seller may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim, at the indemnifying PartySeller’s expense, with counsel of the Seller’s choice satisfactory to the Indemnified Person. Until the Seller assumes the defense of such Indemnification Claim, the Indemnified Person may defend against the Indemnification Claim in any manner the Indemnified Person reasonably may deem appropriate and the reasonable assistance and information requested costs of such defense will be borne by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; Seller and (c) granting the indemnifying Party sole control of the defense, management, and settlement of the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to deemed Damages . In the indemnified party’s written approval in its sole discretion. The indemnified party will have event the right to participate in Seller assumed the defense of any indemnifiable claim with counsel selected by itIndemnification Claim, at its expense, subject to the indemnifying Party’s right to control the defense thereof. Further, each Party agrees to reasonably cooperate with the other Party’s insurance carrier in connection with any Losses and indemnifiable claims, as applicable. In no event Seller will either Party be liable to the other or to any third-party for claims (whether direct or indirect) caused by or incurred as a result not approve of the Partyentry of any judgment or enter into any settlement regarding the Indemnification Claim without the Indemnified Person’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawprior written consent.

Indemnification Process. Each Party’s (i) In the event that a party entitled to indemnification obligations hereunder are conditioned upon shall sustain or incur any Damages in respect of which indemnification may be sought by such party pursuant to this Section 5, the indemnified party: party seeking such indemnification (athe “Indemnitee”) promptly notifying shall assert a claim for indemnification (“Indemnification Claim”) by giving prompt written notice thereof (the indemnifying Party “Notice”) to the party providing indemnification (the “Indemnitor”) and shall thereafter keep the Indemnitor reasonably informed with respect thereto; provided, that, failure of the Indemnitee to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of any claim in writing, provided the failure to provide such notice will not diminish the indemnifying Party’s indemnity of its obligations hereunder except and only to the extent that the indemnifying Party forfeits rights or defenses by reason Indemnitor is prejudiced as a result of such failure; . The Notice shall set forth with reasonable particularity the basis for the Indemnification Claim and, if estimable, the Indemnitee’s good faith estimate of damages resulting from such Indemnification Claim. Any dispute relating to an Indemnification Claim shall be resolved by (bi) giving the indemnifying Partymutual agreement of the Indemnitor and the Indemnitee, at the indemnifying Party’s expense(ii) binding arbitration, reasonable assistance and information requested if arbitration is agreed to in writing by the indemnifying Party in connection with Indemnitor and the defense Indemnitee or settlement (iii) a final order, decree or both judgment of a court of competent jurisdiction (the time for appeal having expired and no appeal having been perfected). An Indemnitor may not, without the prior written consent of the indemnifiable claim; and Indemnitee, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless (cA) granting the indemnifying Party sole control such settlement, compromise or consent includes an unconditional release of the defenseIndemnitee and its officers, managementdirectors, employees and settlement Affiliates from all liability arising out of the claim and the right to make counterclaims pertaining to such claim, (B) does not contain any such indemnifiable claim in the name and admission or statement suggesting any wrongdoing or liability on behalf of the indemnified partyIndemnitee and (C) does not contain any requirement that the Indemnitee or any of the Indemitee’s Affiliates make any payments or any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnitee or any of the Indemnitee’s Affiliates. (ii) In case any third party claim, action or proceeding (a “Third Party Claim”) is brought against any Indemnitee, the Indemnitor shall be entitled to assume the defense thereof, by written notice to the Indemnitee of its intention to do so within thirty (30) days after receipt of the Notice, with counsel reasonably satisfactory to the Indemnitee, at the Indemnitor’s own expense. Any settlement Notwithstanding the assumption by the indemnifying Indemnitor of the defense of any Third Party requiring Claim as provided in this Section 5(c)(ii), the indemnified party Indemnitee shall be permitted to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will have the right to participate join in the defense of any indemnifiable claim with such Claim and to employ counsel selected by it, at its own expense, subject to the indemnifying Party’s right to control the defense thereof. Further, each Party agrees to reasonably cooperate with the other Party’s insurance carrier in connection with any Losses and indemnifiable claims, as applicable. In no event will either Party be liable to the other or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of law.

Indemnification Process. Each Party’s The Person seeking indemnification obligations (the “Indemnitee”) hereunder are conditioned upon the indemnified party: (a) promptly notifying shall give notice to the indemnifying Party promptly upon receipt of written notice of the potential Third Party Claim for which indemnification may be sought under this Agreement. The Indemnitee shall permit the indemnifying Party to assume the defense or disposition of any claim in writingsuch Third Party Claim or related litigation, provided that counsel is reasonably acceptable to the failure Indemnitee; and provided further, that the indemnifying Party shall not make any settlement admitting fault or incur any liability on the part of the Indemnitee without its written consent, such consent not to provide be unreasonably withheld or delayed. The Indemnitee shall cooperate with the indemnifying Party in all reasonable respects with respect to the defense of any such notice will not diminish Third Party Claim, with the out-of-pocket costs of the Indemnitee to be reimbursed by the indemnifying Party’s indemnity obligations hereunder . The Indemnitee shall be entitled to retain counsel of its choice (at is own expense) to participate in, but not control (except and only as provided below), the defense of any Third Party Claim. The Indemnitee shall be entitled to control the extent the indemnifying Party forfeits rights or defenses by reason defense of such failure; (b) giving the indemnifying Party, Third Party Claim at the indemnifying Party’s expense, reasonable assistance and information requested by expense if (a) the indemnifying Party in connection with has failed to assume the defense of such Third Party Claim in a reasonably prompt manner or settlement with counsel reasonably satisfactory to the Indemnitee or both (b) the interests of the indemnifiable claim; Indemnitee and (c) granting the indemnifying Party sole control with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties under applicable law, ethical rules or equitable Portions of this Exhibit were omitted and have been filed separately with the Secretary of the defense, management, and settlement Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf Securities Act of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will have the right to participate in the defense of any indemnifiable claim with counsel selected by it, at its expense, subject to the indemnifying Party’s right to control the defense thereof. Further, each Party agrees to reasonably cooperate with the other Party’s insurance carrier in connection with any Losses and indemnifiable claims1933, as applicableamended. principles. In no event will either Party be liable to shall the other Indemnitee compromise, settle or otherwise admit any liability with respect to any third-party for claims (whether direct or indirect) caused by or incurred as a result claim without the prior written consent of the Party’s own negligence, acts indemnifying Party (such consent not to be unreasonably withheld or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawdelayed).

Indemnification Process. Each If any action, suit, proceeding or other claim (the "Indemnified Claim") will be brought or threatened against either party (the "Indemnified Party’s indemnification obligations hereunder are conditioned upon ") in respect to which indemnity and defense may be sought from the indemnified party: other party (athe "Indemnifying Party") pursuant to the provisions of this Section 5, the Indemnified Party will promptly notifying notify the indemnifying Indemnifying Party of any claim in writing, provided specifying the failure to provide nature of the Indemnified Claim and the total monetary amount sought or other such notice relief as is sought therein. The Indemnified Party will not diminish cooperate with the indemnifying Party’s indemnity obligations hereunder except and only to the extent the indemnifying Indemnifying Party forfeits rights or defenses by reason of such failure; (b) giving the indemnifying Party, at the indemnifying Indemnifying Party’s expense, 's expense in all reasonable assistance and information requested by the indemnifying Party respects in connection with the defense of any Indemnified Claim. The Indemnifying Party may upon written notice to Indemnified Party (an "Assumption of Defense Notice") undertake to conduct all proceedings or settlement or both of negotiations in connection therewith, assume the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, managementdefense thereof, and settlement if it so undertakes, it will also undertake all other steps or proceedings to settle or defend any Indemnified Claim, including the employment of the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability counsel which will be subject reasonably satisfactory to Indemnified Party, and payment of all expenses. If the indemnified party’s written approval in its sole discretion. The indemnified party Indemnifying Party has provided the Indemnified Party an Assumption of Defense Notice, the Indemnified Party will have the right to employ separate counsel at Indemnified Party's own expense and participate in the defense or conduct its own defense if the Indemnified Party has reasonably determined that its interests would be best served by conducting its own defense. The Indemnifying Party will reimburse the Indemnified Party upon demand for payment made or loss suffered by it (and for attorneys fees and costs reasonably incurred by Indemnified Party prior to the date of any indemnifiable claim Indemnifying Party's Assumption of Defense Notice) any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of Indemnified Claims. The Indemnifying Party will not settle any Indemnified Claim on the Indemnified Party's behalf without first obtaining the Indemnified Party's written permission (except a settlement or compromise that (i) is full and final with counsel selected by it, at its expense, respect to the Indemnified Claim including without limitation all attorney fees and costs to which it is entitled; (ii) does not obligate the Indemnified Party to act or to refrain from acting in any way; (iii) does not contain an admission of liability on the part of the Indemnified Party; (iv) dismisses the Indemnified Claim with prejudice; and (v) is subject to confidentiality, such that no party may disclose the indemnifying terms of the settlement or compromise without the Indemnified Party’s right 's prior written consent), which written permission will not be unreasonably withheld, and the Indemnifying Party will indemnify and hold the Indemnified Party harmless from and against any costs, damages and fees reasonably incurred by the Indemnified Party, including fees of attorneys and other professionals, that are attributable to control such Indemnified Claims prior to the date of tender of the defense thereof. Further, each Party agrees to reasonably cooperate with the other Party’s insurance carrier in connection with any Losses and indemnifiable claims, as applicable. In no event will either Party be liable to the other or to Indemnified Party. The Indemnifying Party will not be responsible for any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations arising hereunder pursuant to the terms and conditions of any settlement of an Indemnified Claim by the Indemnified Party unless such settlement was approved by the Indemnifying Party, which approval will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawbe unreasonable withheld.

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: (a) promptly notifying the indemnifying Party Any Buyer Indemnified Person (an “Indemnified Person”) seeking indemnification under this ARTICLE VII shall give each party from whom indemnification is being sought (each, an “Indemnifying Person”) notice of any matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), describing the breach or inaccuracy and other material facts and circumstances upon which such claim is based and containing a reference to the provisions of this Agreement in writingrespect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, provided however, that the failure so to provide such notice Notice of Claim or any defect in such Notice of Claim will not diminish affect the indemnifying Party’s indemnity obligations hereunder rights of any Indemnified Persons to obtain indemnification hereunder, except and only to the extent such failure to include information actually and materially prejudices such Indemnifying Person. Notwithstanding the indemnifying Party forfeits rights foregoing, no claim shall be brought under this ARTICLE VII with respect to an event of indemnification described in Section 7.2(a)(i) or defenses by reason Section 7.2(b)(i) unless the Indemnified Person, at any time prior to the applicable Survival Date, gives the Indemnifying Person(s) a Notice of Claim with respect to such failure; claim. If a Notice of Claim has been given on or prior to the applicable Survival Date, the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. (b) giving Claims for indemnification hereunder resulting from the indemnifying Party, at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, management, and settlement of the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission assertion of liability will by third parties (each, a “Third Party Claim”) shall be subject to the indemnified partyfollowing terms and conditions: (i) The Indemnified Person may defend any Third Party Claim with counsel of its own choosing that is reasonably satisfactory to the Indemnifying Person, at the Indemnifying Person’s written approval cost, and shall act reasonably and in accordance with its sole discretiongood faith business judgment in handling such Third Party Claim. If the Indemnified Person elects not to defend such Third Party Claim, the Indemnified Person shall promptly provide notice to the Indemnifying Person. The indemnified party Indemnifying Person shall have thirty (30) days after receipt of such notice to give the Indemnified Person written notice that it will defend the Third Party Claim (the “Election Notice”) and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date the Election Notice is received by the Indemnified Person. If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense so long as the Election Notice states that the Indemnifying Person will, and thereby covenants to, indemnify, defend and hold harmless the Indemnified Person from and against the entirety of any and all Losses the Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, provided that, the Indemnified Person shall have the right to participate in be represented by its own counsel at its own expense. If the Indemnifying Person fails to undertake the defense of or settle or pay any indemnifiable claim with counsel selected by it, at its expense, subject such Third Party Claim within thirty (30) days after the Indemnified Person has given written notice to the indemnifying PartyIndemnifying Person of the claim, or if the Indemnifying Person, after delivering an Election Notice, fails within thirty (30) days, or at any time thereafter, to defend to the reasonable satisfaction of the Indemnified Person, settle or pay such claim, then the Indemnified Person may take any and all necessary action to dispose of such claim at the Indemnifying Person’s right cost. (ii) The Indemnifying Person and the Indemnified Person shall make available to control each other and their counsel and accountants all books and records and information relating to any Third Party Claims, keep each other apprised as to the details and progress of all proceedings relating thereto and render to each other such assistance as may be reasonably required to ensure the proper and adequate defense of any and all Third Party Claims. (iii) The party controlling the defense thereof. Furtherof a Third Party Claim may settle such Third Party Claim on any terms that it may deem reasonable, each Party agrees provided that, an Indemnifying Person shall not, without the Indemnified Person’s prior written consent, settle or compromise such proceeding, claim or demand, or consent to reasonably cooperate the entry of any judgment that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand. (iv) To the extent that the provisions of this Section 7.4(b) conflict with the other Party’s insurance carrier in connection with any Losses and indemnifiable claimsprovisions of Section 6.1(c), as applicable. In no event will either Party be liable to the other or to any third-party for claims (whether direct or indirectSection 6.1(c) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawshall control.

Indemnification Process. Each If any action shall be brought against a party (the "Claimant") in respect to which indemnity may be sought from the another party (the "Indemnifying Party’s indemnification obligations hereunder are conditioned upon ") pursuant to the indemnified party: (a) provisions of this Section 8, the Claimant shall promptly notifying notify the indemnifying Indemnifying Party of any claim in writing, provided specifying the failure to provide nature of the action and the total monetary amount sought or other such notice will not diminish relief as is sought therein. The Claimant shall cooperate with the indemnifying Party’s indemnity obligations hereunder except and only to the extent the indemnifying Indemnifying Party forfeits rights or defenses by reason of such failure; (b) giving the indemnifying Party, at the indemnifying Indemnifying Party’s expense, 's expense in all reasonable assistance and information requested by the indemnifying Party respects in connection with the defense and/or settlement of any such action. The Indemnifying Party shall, upon written request by the Claimant, undertake to control and conduct all proceedings or settlement or both of negotiations in connection therewith, assume and control the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, managementdefense thereof, and settlement of the claim and the right if it so undertakes, it shall also undertake all other required steps or proceedings to make counterclaims pertaining to settle or defend any such indemnifiable claim in action, including the name employment of counsel which shall be reasonably satisfactory to Claimant, and on behalf payment of the indemnified partyall reasonably incurred expenses. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will Claimant shall have the right to participate in employ separate counsel to provide input into the defense defense, at Claimant's own cost. The Indemnifying Party shall pay directly or, if requested, reimburse Claimant upon demand for any payments made or damages suffered by Claimant, based upon the judgment of any indemnifiable court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions for which Claimant is entitled to indemnification hereunder. The Indemnifying Party shall not settle any claim with counsel selected by itor action under this Section 8 on Claimant's behalf without first obtaining Claimant's written permission, at its expensewhich permission shall not be unreasonably withheld or delayed, subject to the indemnifying however if Claimant withholds or unreasonably delays approval of Indemnifying Party’s 's settlement offer, Claimant shall defend that claim or action and Claimant hereby waives any right to control indemnity hereunder from the defense thereofIndemnifying Party in excess of the settlement offer amount. FurtherA Claimant may settle any claim or action hereunder, each Party but the Indemnifying party will not be responsible for any such settlement unless it shall have approved the settlement, in writing and in advance, which approval will not be unreasonably withheld or delayed. Each party agrees not to reasonably cooperate with publicize any settlement without first obtaining the other Party’s insurance carrier in connection with any Losses and indemnifiable claimsparty's written permission, as applicable. In no event will either Party be liable to the other or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder which permission will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawbe unreasonably withheld.

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: (a) promptly notifying the indemnifying Party Any Buyer Indemnified Person or Seller Indemnified Person (an “Indemnified Person”) seeking indemnification under this Article IX shall give each party from whom indemnification is being sought (each, an “Indemnifying Person”) notice of any matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), describing the breach or inaccuracy and other material facts and circumstances upon which such claim is based and containing a reference to the provisions of this Agreement in writingrespect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, provided however, that the failure so to provide such notice Notice of Claim or any defect in such Notice of Claim will not diminish affect the indemnifying Party’s indemnity obligations hereunder rights of any Indemnified Persons to obtain indemnification hereunder, except and only to the extent such failure to include information actually and materially prejudices such Indemnifying Person. Notwithstanding the indemnifying Party forfeits rights foregoing, no claim shall be brought under this Article VII with respect to an event of indemnification described in Section 7.2(a)(i) or defenses by reason 7.3(a)(i) unless the Indemnified Person, at any time prior to the applicable Survival Date, gives the Indemnifying Person(s) a Notice of Claim with respect to such failure; claim. If a Notice of Claim has been given on or prior to the applicable Survival Date, the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. (b) Except as provided below, the Indemnifying Person may elect to assume the defense of any Claims for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party Claim”) with counsel reasonably satisfactory to the Indemnified Person by (i) giving notice to the Indemnified Person of its election to assume the defense of the Third Party Claim and (ii) giving the indemnifying PartyIndemnified Person evidence acceptable to the Indemnified Person that the Indemnifying Person has adequate financial resources to defend against the Third Party Claim and fulfill its obligations under this Article VII, at in each case no later than ten (10) days after the indemnifying PartyIndemnified Person gives notice of the assertion of a Third Party Claim. If the Indemnifying Person elects to assume the defense of a Third Party Claim: (i) it shall diligently conduct the defense and shall not be liable to the Indemnified Person for any Indemnified Person’s expense, reasonable assistance and information requested by the indemnifying Party fees or expenses subsequently incurred in connection with the defense of the Third Party Claim other than reasonable costs of investigation; (ii) the election will conclusively establish for purposes of this Agreement that the Indemnified Person is entitled to relief under this Agreement for any Loss arising from or in connection with the Third Party Claim (subject to the provisions of this Article VII); (iii) no compromise or settlement of such Third Party Claim may be effected by the Indemnifying Person without the Indemnified Person’s consent unless (A) there is no finding or both admission of any violation by the indemnifiable claimIndemnified Person of any Law or any rights of any Person, (B) the Indemnified Person receives a full release of and from any other claims that may be made against the Indemnified Person by the third party bringing the Third Party Claim, and (C) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and and (iv) the Indemnifying Person shall have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) granting If the indemnifying Indemnifying Person does not assume the defense of a Third Party sole control Claim in the manner and within the period provided above, the Indemnified Person may conduct the defense of the Third Party Claim at the expense of the Indemnifying Person. The Indemnifying Person will be bound by any determination resulting from such Third Party Claim or, upon the consent of the Indemnifying Person, which consent shall not be unreasonably withheld, conditioned or delayed, any compromise or settlement effected by the Indemnified Person. (d) With respect to any Third Party Claim subject to this Article VII: (i) any Indemnified Person and any Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third Party Claim and any related Action at all stages thereof where such Person is not represented by its own counsel; and (ii) both the Indemnified Person and the Indemnifying Person, as the case may be, shall render to each other such assistance as they may reasonably require of each other and shall cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third Party Claim. (e) With respect to any Third Party Claim subject to this Article VII, the parties shall cooperate in a manner to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges, including making reasonable best efforts to comply with the provisions of Section 9.13. In connection therewith, each party agrees that: (i) it will use its best efforts, in respect of any Third Party Claim in which it has assumed or participated in the defense, management, to avoid production of Confidential Information (consistent with applicable Law and settlement rules of the claim procedure); and (ii) all communications between any party and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will have the right to participate counsel responsible for or participating in the defense of any indemnifiable claim with counsel selected by itThird Party Claim shall, at its expense, subject to the indemnifying Party’s right extent possible, be made so as to control the defense thereof. Further, each Party agrees to reasonably cooperate with the other Party’s insurance carrier in connection with preserve any Losses and indemnifiable claims, as applicable. In no event will either Party be liable to the other applicable attorney-client or to any thirdwork-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawproduct privilege.

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned party indemnified under the provisions of this Agreement, upon the indemnified party: (a) promptly notifying the indemnifying Party receipt of written notice of any claim Claim or the service of a summons or other initial legal process upon it in writingany action instituted against it for which it may be entitled to indemnification pursuant to this Agreement, provided shall promptly give written notice of such Claim, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice will within a reasonable period of time shall not diminish relieve the indemnifying Party’s indemnity party of any of its obligations hereunder except and only to the extent the indemnifying Party forfeits rights or defenses party is prejudiced by reason of such failure; (b) giving the . Each indemnifying Party, party shall be entitled at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, management, and settlement of the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will have the right own expense to participate in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any indemnifiable claim with counsel selected reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party materially different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense and, in such event, the reasonable fees and expenses of such counsel shall be borne by the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, at its expenseand shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, subject to however, that no such Claim or action shall be settled without the written consent of the indemnifying Party’s right to control the defense thereof. Further, each Party agrees to reasonably cooperate with the other Party’s insurance carrier in connection with any Losses and indemnifiable claims, as applicable. In no event will either Party party (which consent shall not be liable to the other unreasonably withheld or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawdelayed).

Indemnification Process. Each Party’s Any Person making a claim for indemnification obligations hereunder are conditioned upon the indemnified party: under this Section 7.2 (aan “Indemnitee”) promptly notifying shall notify the indemnifying Party party (an “Indemnitor”) of the claim in writing promptly after receiving written notice of any action, lawsuit, proceeding, investigation or other claim in writing(a “Proceeding”) against it (if by a third party), provided describing the claim, the amount thereof (if known and quantifiable) and the basis thereof, provided, that the failure to provide such notice will so notify an Indemnitor shall not diminish relieve the indemnifying Party’s indemnity Indemnitor of its obligations hereunder except unless and only to the extent the indemnifying Party forfeits rights or defenses Indemnitor shall be actually prejudiced by reason of such failure; (b) giving the indemnifying Party, at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, management, and settlement of the claim and the right failure to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified partyso notify. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will Indemnitor shall be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will have the right entitled to participate in the defense of any indemnifiable such Proceeding giving rise to an Indemnitee’s claim with counsel selected by itfor indemnification at such Indemnitor’s expense, and at its expense, option (subject to the indemnifying Party’s right limitations set forth below) shall be entitled to control assume the defense thereof. Furtherthereof by appointing a reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided, each Party agrees that prior to reasonably cooperate the Indemnitor assuming control of such defense, it shall (x) first demonstrate to the Indemnitee in writing such Indemnitor’s financial ability to provide full indemnification to the Indemnitee with respect to such Proceeding, and (y) agree in writing to be fully responsible for all Losses relating to such Proceeding; and provided further, that: (i) the other Party’s insurance carrier Indenmitee shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided, that the fees and expenses of such separate counsel shall be borne by the Indemnitee; (ii) the Indemnitor shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnitee if (A) the claim for indemnification relates to or arises in connection with any Losses criminal proceeding, action, indictment, allegation or investigation (provided that in such event (x) the Indemnitee shall not enter into any settlement of a claim without the prior written consent of the Indemnitor (which shall not be unreasonably withheld), (y) the Indemnitor shall be entitled to participate in the defense of such claim and indemnifiable claimsto employ counsel of its choice for such purpose (provided that the fees and expenses of such separate counsel shall be borne by the Indemnitor), as applicable. In no event will either Party and (z) the Indemnitor shall be liable entitled to review the files and record relating to such defense upon request of the Indemnitor); (B) the Indemnitee reasonably believes an adverse determination with respect to the other Proceeding giving rise to such claim for indemnification would be detrimental to or injure the Indemnitee’s reputation or future business prospects; (C) the claim seeks an injunction or equitable relief against the Indemnitee; (D) a conflict of interest exists between the Indemnitor and the Indemnitee; or (E) the Indemnitor failed or is failing to vigorously prosecute or defend such claim; and (iii) if the Indemnitor shall control the defense of any third-party for claims (whether direct such claim, the Indemnitor shall obtain the prior written consent of the Indemnitee before entering into any settlement of a Proceeding or indirect) caused by ceasing to defend such Proceeding if, pursuant to or incurred as a result of the Party’s own negligencesuch settlement or cessation, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence injunctive or other faultequitable relief will be imposed against the Indemnitee or if such settlement does not expressly and unconditionally release the Indenmitee from all liabilities and obligations with respect to such claim, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawwithout prejudice.

Indemnification Process. Each A. Subject to the terms of this Agreement and upon a receipt of notice of the assertion of a claim or of the commencement of any suit, action or proceeding that is a third party claim against an Indemnified Party the Seller Service Providers, pursuant to (i) above, or Buyer, pursuant to (ii) above (in each case the “Indemnitor”), on behalf of such Indemnified Party, will promptly notify Buyer or Seller Service Provider, as the case may be, in writing of any actual or potential Loss under this Section 10. Such written notice is herein referred to as a “Notice of Claim”. A Notice of Claim will specify, in reasonable detail, the facts known to the Indemnified Party regarding the Indemnified Party’s indemnification obligations hereunder are conditioned upon claim against the indemnified party: (a) promptly notifying Indemnitor. Subject to the indemnifying Party terms of any claim in writingthis Agreement, provided the failure to provide such notice (or timely provide) a Notice of Claim will not diminish the indemnifying affect an Indemnified Party’s indemnity obligations hereunder except and only rights to indemnification; provided, however, that Indemnitor is not obligated to indemnify the Indemnified Party for the increased amount of any Loss which would otherwise have been payable to the extent that the indemnifying Party forfeits rights or defenses by reason increase resulted from the failure to deliver timely a Notice of such failure; (b) giving the indemnifying PartyClaim. B. Indemnitor will defend, in good faith and at the indemnifying Party’s its expense, reasonable assistance and information requested by the indemnifying Party any claim or demand set forth in connection with the defense or settlement or both a Notice of the indemnifiable Claim relating to a third party claim; and (c) granting the indemnifying Party sole control of the defense, management, and settlement of the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will have the right to participate in the defense of any indemnifiable claim with counsel selected by itaffected Indemnified Party, at its expense, may participate in the defense. An Indemnified Party may not settle or compromise any third party claim so long as Indemnitor is defending it in good faith. If Indemnitor elects not to contest a third party claim, the Indemnified Party may undertake its defense, and Indemnitor will be bound by the results obtained by such Indemnified Party. Indemnitor may at any time request that the affected Indemnified Party agree to the abandonment of the contest of the third party claim or to the payment or compromise by Indemnitor of the asserted claim or demand. If such Indemnified Party does not object in writing within fifteen (15) days of Indemnitor’s request, Indemnitor may proceed with the action stated in the request. If, within that fifteen (15) day period, such Indemnified Party notifies Indemnitor in writing that it has determined that the contest should be continued, Indemnitor will be liable under this Section 10 only for an amount up to the amount which Client had proposed be accepted in payment or compromise. This Subsection (B) is subject to the indemnifying Party’s right rights of any insurance carrier of an Indemnified Party that is defending the third party claim. C. Indemnitor will (a) consult with the affected Indemnified Party throughout the pendency of the third party claim regarding the investigation, defense, settlement, trial, appeal or other resolution of the third party claim and (b) afford such Indemnified Party the opportunity to control be associated in the defense thereofof the third party claim. FurtherThe Parties will cooperate in the defense of the third party claim. The Indemnified Party will make available to Indemnitor or its representatives all records and other materials reasonably required by them for use in contesting any third party claim (subject to obtaining an agreement to maintain the confidentiality of confidential or proprietary materials in a form reasonably acceptable to both Indemnitor and such Indemnified Party). If requested by Indemnitor, each the affected Indemnified Party agrees to reasonably will cooperate with Indemnitor and its counsel in contesting any third party claim that Indemnitor elects to contest or, if appropriate, in making any counterclaim against the other Party’s insurance carrier person asserting the claim or demand, or any cross-complaint against any person. Indemnitor will reimburse such Indemnified Party for any expenses incurred by the Indemnified Party in connection cooperating with any Losses and indemnifiable claimsor acting at the request of Indemnitor. Any such expenses incurred by such Indemnified Party during the Service Period shall be a Reimbursable Cost or a credit against Reimbursable Costs, as applicable. In no event will either Party be liable to the other or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawcase may be.

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon The Indemnitee shall promptly notify the indemnified party: (a) promptly notifying the indemnifying Party Indemnitor of any claim in writingfor indemnity by providing written notice pursuant to Section 11(a) hereof. When notifying an Infringement Claim, provided the failure to provide any such notice will not diminish shall (i) identify the indemnifying Party’s indemnity obligations hereunder except United States patent, copyright or trade secret asserted by a third party and only the services potentially impacted by the third party claim; and (ii) identify, initially and on an ongoing basis, any other potential Indemnitor to whom you have provided notice of the extent third party claim and the indemnifying Party forfeits rights or defenses services supplied to you by reason such other potential Indemnitor. After receipt of such failurenotice, the Indemnitor shall have a reasonable time to investigate whether the third party claim might fall within the scope of the indemnification prior to assuming the defense of such claim. With respect to any claim for which such notification is provided or otherwise within the scope of the indemnity, the Indemnitor shall have the right to control and bear full responsibility for the defense of such claim (including any settlements); provided however, that: (bi) giving the indemnifying PartyIndemnitor shall keep the Indemnitee informed of, at and consult with the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party Indemnitee in connection with the defense progress of such litigation or settlement; (ii) the Indemnitor shall not have any right, without the Indemnitee’s written consent, which consent shall not be unreasonably withheld, to settle any such claim if such settlement arises from or both is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of the indemnifiable claimIndemnitee, or requires any specific performance or non-pecuniary remedy by the Indemnitee; and (ciii) granting the indemnifying Party sole control of the defense, management, and settlement of the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will Indemnitee shall have the right to participate in the defense of any indemnifiable a claim with counsel selected by it, of its choice at its own expense, . The Indemnitor’s assumption of the defense of any claim asserted to be within the scope of the indemnity shall not prejudice the determination of whether a claim is properly subject to indemnification hereunder nor waive the indemnifying PartyIndemnitor’s right at any time to control the defense thereof. Furtherdisclaim obligations under Sections 8a, each Party agrees 8b and 8c with respect to reasonably cooperate with the other Party’s insurance carrier in connection with any Losses and indemnifiable claims, as applicable. In no event will either Party be liable claim or damages to the other or extent they are not subject to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligenceindemnification under Sections 8a, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of law8b and 8c.

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: Buyer will notify Seller in writing (a"Buyer's Notice") promptly notifying upon receipt by Buyer or the indemnifying Party Company of notice of any claim pending or Threatened Tax audits or assessments which may materially affect the Tax liabilities of the Company or Seller or for which Seller could be required to indemnify Buyer pursuant to Section 11.3 (a "Tax Claim"). If (i) Buyer's Notice is not given within 30 days of Buyer's receipt of written notice of the Tax Claim, or (ii) Buyer's Notice fails to reasonably describe such written notice, in writingeach case taking into account the facts and circumstances with respect to such Tax Claim, provided the failure to provide such notice Seller will not diminish be liable to the indemnifying Party’s indemnity obligations hereunder except and only Buyer to the extent the indemnifying Party forfeits rights or defenses by reason Seller's ability to effectively contest the Tax Claim is prejudiced. In the event of such failure; (b) giving the indemnifying Partya third-party claim for Taxes, Seller will be entitled to participate, at the indemnifying Party’s its expense, reasonable assistance and information requested by the indemnifying Party in connection with the defense any Proceeding relating to any taxable year or settlement or both period of the indemnifiable claim; and Company ending on or before the Closing Date. Seller will not settle or otherwise compromise any issue or matter on a basis that could adversely affect Buyer's liability for Taxes (cincluding any indemnification for Taxes pursuant to Section 11.2 or the imposition of tax deficiencies) granting the indemnifying Party sole control of the defensewithout Buyer's prior written consent, management, and settlement of the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified partywhich consent will not be unreasonably withheld. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will have the right If Seller does not elect to participate in the defense of any indemnifiable such Proceeding, the Company may, without any effect on Buyer's right of indemnification by Seller under this Article 11, defend the same in such manner as it may deem appropriate, provided that no claim with counsel selected by itfor Taxes relating to a Pre-closing Period will be settled, at its expenseeither administratively or after commencement of litigation, subject on a basis that could adversely affect Seller's liability for Taxes (including any indemnification for Taxes pursuant to Section 11.3 or the indemnifying Party’s right to imposition of tax deficiencies) without the prior written consent of Seller, which consent shall not be unreasonably withheld. The Company will control the defense thereof. Further, each Party agrees to reasonably cooperate with the other Party’s insurance carrier in connection with any Losses and indemnifiable claims, as applicable. In no event will either Party be liable to the other or Proceeding relating to any third-party for claims (whether direct taxable year or indirect) caused by or incurred as a result period of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to Company ending after the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawClosing Date.

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: (a) promptly notifying the indemnifying Party Any Buyer Indemnified Person seeking indemnification under this ARTICLE VII (an “Indemnified Person”) shall give each party from whom indemnification is being sought (each, an “Indemnifying Person”) notice of any claim matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), and containing a reference to the provisions of this Agreement in writingrespect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, provided however, that the failure so to provide such notice Notice of Claim will not diminish relieve the indemnifying Party’s indemnity obligations hereunder except Indemnifying Person from Liability under this Agreement except, and only to the extent that, such failure to notify the indemnifying Party forfeits Indemnifying Person results in the actual and material impairment or loss of rights and defenses that would have otherwise been available to the Indemnifying Person. Notwithstanding the foregoing, no claim shall be brought under this ARTICLE VII with respect to an event of indemnification described in Section 7.2(a) unless an Indemnified Person, at any time prior to the applicable Survival Date, gives the Indemnifying Person(s) a Notice of Claim with respect to such claim. If a Notice of Claim has been given on or defenses by reason of prior to the applicable Survival Date, the relevant representations and warranties shall survive as to such failure; claim until the claim has been finally resolved. (b) giving Claims for indemnification hereunder resulting from the indemnifying Party, at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, management, and settlement of the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission assertion of liability will by third parties (each, a “Third Party Claim”) shall be subject to the indemnified partyfollowing terms and conditions: (i) The Indemnified Person may defend any Third Party Claim with counsel of its own choosing, at the Indemnifying Person’s written approval cost, and shall act reasonably and in accordance with its sole discretiongood faith business judgment in handling such Third Party Claim. If the Indemnified Person elects not to defend such Third Party Claim, the Indemnified Person shall promptly provide notice to the Indemnifying Person. The indemnified party will Indemnifying Person shall have ten (10) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person. If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to participate in be represented by its own counsel at its own expense. If the Indemnifying Person fails to undertake the defense of or settle or pay any indemnifiable claim with counsel selected by it, at its expense, subject such Third Party Claim within ten (10) days after the Indemnified Person has given written notice to the indemnifying PartyIndemnifying Person of the claim, or if the Indemnifying Person, after having given such notification to the Indemnified Person, fails within ten (10) days, or at any time thereafter, to defend to the reasonable satisfaction of the Indemnified Person, settle or pay such claim, then the Indemnified Person may take any and all necessary action to dispose of such claim at the Indemnifying Person’s right cost. The Indemnifying Person and the Indemnified Person shall make available to control each other and their counsel and accountants all books and records and information relating to any Third Party Claims, keep each other apprised as to the details and progress of all proceedings relating thereto and render to each other such assistance as may be reasonably required to ensure the proper and adequate defense of any and all Third Party Claims. (ii) The party controlling the defense thereof. Furtherof a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, each Party agrees to reasonably cooperate with provided that, an Indemnifying Person shall not without the other PartyIndemnified Person’s insurance carrier in connection with any Losses and indemnifiable claimsprior written consent settle or compromise such proceeding, as applicable. In no event will either Party be liable claim or demand, or consent to the other entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend plaintiff to the percentage Indemnified Person of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence written release from all liability in respect of such proceeding, claim or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawdemand.

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: (a) promptly notifying Any Buyer Indemnified Person seeking indemnification under this Article VII (including in connection with a Third Party Claim) shall give the indemnifying Party Company notice of any claim matter (a “Notice of Claim”) which such Buyer Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (each, a “Loss Estimate”) and containing a reference to the provisions of this Agreement in writingrespect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, provided however, that the failure so to provide such notice Notice of Claim will not diminish affect the indemnifying Party’s indemnity obligations hereunder except and only rights of Buyer Indemnified Persons to obtain indemnification hereunder. Notwithstanding the foregoing, no claim shall be brought under this Article VII with respect to an event of indemnification described in Section 7.2(a)(i) unless a Buyer Indemnified Person, at any time prior to the extent applicable Survival Date, gives the indemnifying Party forfeits rights Company a Notice of Claim with respect to such claim. If a Notice of Claim has been given on or defenses by reason of prior to the applicable Survival Date, the relevant representations and warranties shall survive as to such failure; claim until the claim has been finally resolved. (b) giving Claims for indemnification hereunder resulting from the indemnifying Party, at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, management, and settlement of the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission assertion of liability will by third parties (each, a “Third Party Claim”) shall be subject to the indemnified party’s written approval following terms and conditions: (i) The Buyer Indemnified Person may defend any Third Party Claim with counsel of its own choosing, and shall act in a commercially reasonable manner and in accordance with its sole discretiongood faith business judgment in handling such Third Party Claim. All costs (including attorneys’ fees) incurred by the Buyer Indemnified Person in defending any Third Party Claim that may give rise to indemnification under Section 7.2(a) shall be satisfied as such costs are incurred in the same manner as Losses are satisfied pursuant to Section 7.2(b). If the Buyer Indemnified Person elects not to defend such Third Party Claim, the Buyer Indemnified Person shall promptly provide notice to the Company. The indemnified party will Company shall have ten (10) days to advise the Buyer Indemnified Person whether the Company accepts the defense of such claim, and the Company shall have no obligation to the Buyer Indemnified Person for legal fees incurred by the Buyer Indemnified Person after the date of any assumption of the defense by the Company. If the Company determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Buyer Indemnified Person and at its own expense, provided that, the Buyer Indemnified Person shall have the right to participate in be represented by its own counsel at its own expense. If the Company fails to undertake the defense of or settle or pay any indemnifiable claim with counsel selected by it, at its expense, subject such Third Party Claim within ten (10) days after the Buyer Indemnified Person has given written notice to the indemnifying Party’s right Company of the claim, or if the Company, after having given such notification to control the Buyer Indemnified Person, fails within ten (10) days, or at any time thereafter, to defend to the reasonable satisfaction of the Buyer Indemnified Person, settle or pay such claim, then the Buyer Indemnified Person may take any and all necessary action to dispose of such claim, and any costs (including attorneys’ fees) incurred by the Buyer Indemnified Person in so doing with respect to any Third Party Claim that may give rise to indemnification under Section 7.2(a) shall be satisfied as such costs are incurred in the same manner as Losses are satisfied pursuant to Section 7.2(b). (ii) The Company and the Buyer Indemnified Person shall make available to each other and their counsel and accountants all books and records and information relating to any Third Party Claims, keep each other apprised as to the details and progress of all proceedings relating thereto and render to each other such assistance as may be reasonably required to ensure the proper and adequate defense of any and all Third Party Claims. (iii) The party controlling the defense thereof. Furtherof a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, each Party agrees to reasonably cooperate with provided that, the other PartyCompany shall not without the Buyer Indemnified Person’s insurance carrier in connection with any Losses and indemnifiable claimsprior written consent settle or compromise such proceeding, as applicable. In no event will either Party be liable claim or demand, or consent to the other entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend plaintiff to the percentage Buyer Indemnified Person of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence written release from all liability in respect of such proceeding, claim or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawdemand.

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon Promptly after receipt by any of the indemnified party: (a) promptly notifying the indemnifying Party parties under this Agreement of notice of any action, arbitration, claim, demand, dispute, lawsuit or other proceeding (each a “Proceeding”), the party seeking indemnification (the “Indemnitee”) shall notify the party from which indemnification is sought (the “Indemnitor”) in writing of the commencement thereof if a claim in writingwith respect thereof is to be made under this Agreement. To the extent that the Indemnitor has actual knowledge of the commencement of such Proceeding, provided the failure to provide notify the Indemnitor shall not relieve such notice will not diminish the indemnifying Party’s indemnity obligations hereunder except and only Indemnitor from any indemnification liability which it may have to the extent the indemnifying Party forfeits rights or defenses by reason of such failure; (b) giving the indemnifying Party, at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, managementIndemnitee pursuant to this Section 4, and settlement of the claim and omission to notify the right to make counterclaims pertaining Indemnitor shall not relieve the Indemnitor from any obligation or liability which it may have to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretionIndemnitee otherwise than under this Section 4. The indemnified party will have the right Indemnitor shall be entitled to participate in the defense of any indemnifiable claim such Proceeding and to assume the defense thereof with the assistance of counsel selected by it, at its expense, subject reasonably satisfactory to the indemnifying Party’s Indemnitee. In any such Proceeding, the Indemnitee shall have the right to control retain its own counsel, but the defense thereoffees and expenses of such counsel shall be at the Indemnitee’s own expense unless (i) otherwise agreed by the Indemnitor and Indemnitee or (ii) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnitor and the Indemnitee, and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the existence of different or additional defenses (it being understood, however, that the Indemnitor shall not be liable for legal fees or other expenses of more than one separate firm of attorneys for all such Indemnitees, which firm shall be designated in writing by such Indemnitees and be reasonably acceptable to the Indemnitor). Further, each Party agrees to reasonably The Indemnitee will cooperate with the other Party’s insurance carrier Indemnitor in connection with any Losses such Proceeding and indemnifiable claimsshall make all personnel, as applicable. In no event will either Party be liable books and records relevant to the other Proceeding available to the Indemnitor and grant such authorizations or powers of attorney to any third-party for claims (whether direct or indirect) caused by or incurred as a result the agents, representatives and counsel of the Party’s own negligence, acts or omissions or its employees or agents Indemnitor as the Indemnitor may reasonably consider desirable in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage defense of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawany such Proceeding.

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: (a) promptly notifying the indemnifying Party Any Buyer Indemnified Person or Seller Indemnified Person (an “Indemnified Person”) seeking indemnification under this Article VIII shall give each party from whom indemnification is being sought (each, an “Indemnifying Person”) notice of any matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), describing the breach or inaccuracy and other material facts and circumstances upon which such claim is based and containing a reference to the provisions of this Agreement in writingrespect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, provided however, that the failure so to provide such notice Notice of Claim or any defect in such Notice of Claim will not diminish affect the indemnifying Party’s indemnity obligations hereunder rights of any Indemnified Persons to obtain indemnification hereunder, except and only to the extent such failure to include information actually and materially prejudices such Indemnifying Person. Notwithstanding the indemnifying Party forfeits rights foregoing, no claim shall be brought under this Article VIII with respect to an event of indemnification described in Section 8.2(a)(i) or defenses by reason 8.3(a)(i) unless the Indemnified Person, at any time prior to the applicable Survival Date, gives the Indemnifying Person(s) a Notice of Claim with respect to such failure; claim. If a Notice of Claim has been given on or prior to the applicable Survival Date, the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. (b) giving Claims for indemnification hereunder resulting from the indemnifying Partyassertion of liability by third parties (each, at a “Third Party Claim”) shall be subject to the indemnifying Party’s expensefollowing terms and conditions: (i) If a Third Party Claim is made against an Indemnified Person, reasonable assistance then the Indemnifying Person shall be entitled to participate in the defense of the Third Party Claim and, if the Indemnifying Person so chooses, to assume the defense of the Third Party Claim so long as (A) the Indemnifying Person gives written notice to the Indemnified Person within thirty (30) days that it will indemnify the Indemnified Person from and information requested against the entirety of any and all Losses the Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by the indemnifying Third Party Claim, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Person, (C) the Indemnified Person has not been advised by counsel that a conflict exists between the Indemnified Person and the Indemnifying Person in connection with the defense or settlement or both of the indemnifiable claim; Third Party Claim, (D) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement action, and (cE) granting the indemnifying Party sole control Indemnifying Person conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Person assumes such defense, management, and settlement of then the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will Indemnified Person shall have the right to participate in the defense of any indemnifiable claim with counsel selected by itthe Third Party Claim and to employ counsel, at its own expense, subject separate from the counsel employed by the Indemnifying Person, provided, however, that the Indemnifying Person will pay the fees and expenses of separate co-counsel retained by the Indemnified Person that are incurred prior to the indemnifying PartyIndemnifying Person’s right to assumption of control of the defense thereof. Further, each Party agrees to reasonably cooperate with the other Party’s insurance carrier in connection with any Losses and indemnifiable claims, as applicable. In no event will either Party be liable to the other or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawThird Party Claim.

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon In any proceeding for which either party (or any Affiliate, director, officer, employee or agent thereof) is indemnified as provided in this Agreement, the indemnified party: party shall have the right to retain their own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified parties unless (ai) promptly notifying the indemnifying Party party and the indemnified parties shall have agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) included both the indemnifying party and the indemnified parties and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party shall have failed to designate within a reasonable period of time counsel reasonably satisfactory to the indemnified parties (in which case the fees and expenses shall be paid by the indemnifying party as incurred by the indemnified parties). In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel ) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. An indemnifying party shall not be liable for any settlement of any claim in writingproceeding effected without its written consent. However, provided if settled with such consent or if there shall be a final judgment for the failure to provide such notice will not diminish plaintiff, the indemnifying Party’s indemnity obligations hereunder except party shall indemnify the indemnified parties from and only to the extent the indemnifying Party forfeits rights against any loss or defenses liability by reason of such failure; (b) giving the indemnifying Party, at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and (c) granting the judgment. If an indemnifying Party sole control of the defense, management, and settlement of the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will have the right to participate in assumes the defense of any indemnifiable claim with counsel selected by itproceeding, at its expense, subject it shall be entitled to the indemnifying Party’s right to control the defense thereof. Further, each Party agrees to reasonably cooperate settle such proceeding with the other Party’s insurance carrier consent of the indemnified parties or, if such settlement (i) provides for an unconditional release of each indemnified party in connection with any Losses and indemnifiable claims, as applicable. In no event will either Party be liable all matters relating to the proceeding that have been asserted against such indemnified party in such proceeding by the other or parties to any third-party for claims such settlement and (whether direct or indirectii) caused by or incurred as a result does not require an admission of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach liability, wrongdoing or criminal activity by any indemnified party, without the consent of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawsuch indemnified party.

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: (a) promptly notifying the indemnifying Party Any Buyer Indemnified Person or Seller Indemnified Person (an “Indemnified Person”) seeking indemnification under this Article VIII shall give each party from whom indemnification is being sought (each, an “Indemnifying Person”) notice of any matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), describing the breach or inaccuracy and other material facts and circumstances upon which such claim is based and containing a reference to the provisions of this Agreement in writingrespect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, provided however, that the failure so to provide such notice Notice of Claim or any defect in such Notice of Claim will not diminish affect the indemnifying Party’s indemnity obligations hereunder rights of any Indemnified Persons to obtain indemnification hereunder, except and only to the extent such failure to include information actually and materially prejudices such Indemnifying Person. Notwithstanding the indemnifying Party forfeits rights foregoing, no claim shall be brought under this Article VIII with respect to an event of indemnification described in Section 8.2(a)(i) or defenses by reason 8.3(a)(i) unless the Indemnified Person, at any time prior to the applicable Survival Date, gives the Indemnifying Person(s) a Notice of Claim with respect to such failure; claim. If a Notice of Claim has been given on or prior to the applicable Survival Date, the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. (b) giving Claims for indemnification hereunder resulting from the indemnifying Partyassertion of liability by third parties (each, at a “Third Party Claim”) shall be subject to the indemnifying Party’s expensefollowing terms and conditions: (i) If a Third Party Claim is made against an Indemnified Person, reasonable assistance then the Indemnifying Person shall be entitled to participate in the defense of the Third Party Claim and, if the Indemnifying Person so chooses, to assume the defense of the Third Party Claim so long as (A) the Indemnifying Person gives written notice to the Indemnified Person within thirty (30) days that it will indemnify the Indemnified Person from and information requested against the entirety of any and all Losses the Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by the indemnifying Third Party Claim, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Person, (C) the Indemnified Person has not been advised by counsel that a conflict exists between the Indemnified Person and the Indemnifying Person in connection with the defense or settlement or both of the indemnifiable claim; Third Party Claim, (D) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement action, and (cE) granting the indemnifying Party sole control Indemnifying Person conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Person assumes such defense, management, and settlement of then the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will Indemnified Person shall have the right to participate in the defense of any indemnifiable claim with counsel selected by itthe Third Party Claim and to employ counsel, at its own expense, subject separate from the counsel employed by the Indemnifying Person, provided, however, that the Indemnifying Person will pay the fees and expenses of separate co-counsel retained by the Indemnified Person that are incurred prior to Indemnifying Person’s assumption of control of the defense of the Third Party Claim. (ii) If the Indemnifying Person chooses to defend any Third Party Claim, then the parties shall cooperate in the defense of the Third Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Person’s request) provision to the indemnifying Party’s Indemnifying Person of records that are reasonably relevant to the Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided. If the Indemnifying Person, within a reasonable time after receipt of a Notice of Claim relating to a Third Party Claim, chooses not to assume the defense of the Third Party Claim, fails to respond to the Indemnification Notice or at any time fails to defend the Third Party Claim actively, diligently and in good faith, then the Indemnified Person shall (upon further notice to the Indemnifying Person) have the right to control undertake the defense thereof. Furtherof the Third Party Claim and may consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim; provided, each however, that the Indemnified Person shall not consent to the entry of any judgment, compromise or settlement without the prior written consent of the Indemnifying person, which consent will not be unreasonably withheld or delayed. (iii) If the Indemnifying Person chooses to defend any Third Party agrees to reasonably cooperate with Claim and the Indemnifying Person conducts the defense of the Third Party Claim actively, diligently and in good faith but any of the other Party’s insurance carrier conditions in connection Section 8.6(b)(i) is or becomes unsatisfied, the Indemnified Person may take over such defense, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, however, that the Indemnifying Person will not be bound by the entry of any Losses and indemnifiable claimssuch judgment consented to, as applicableor any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld or delayed). In no the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 8.6(b)(iii), the Indemnifying Person will either (a) advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party be liable Claim (including reasonable attorneys’ and experts’ fees and expenses) and (b) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the other or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents fullest extent provided in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawArticle VIII.

Indemnification Process. Each Party’s A party (the “indemnitee”) that intends to claim indemnification obligations hereunder are conditioned upon under this Article 17 shall notify the indemnified party: other party (athe “indemnitor”) promptly notifying the indemnifying Party in writing of any action, claim or liability in writingrespect of which the indemnitee believes it is entitled to claim indemnification, provided that the failure to provide such give timely notice will to the indemnitor shall not diminish release the indemnifying Party’s indemnity obligations hereunder indemnitor from any liability to the indemnitee except and only to the extent the indemnifying Party forfeits rights or defenses indemnitor is prejudiced thereby. The indemnitor shall have the right, by reason of such failure; (b) giving the indemnifying Party, at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, management, and settlement of the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject notice to the indemnified party’s written approval in its sole discretion. The indemnified party will have the right indemnitee, to participate in assume the defense of any indemnifiable such action or claim within the fifteen (15) day period after the indemnitor’s receipt of notice of any action or claim with counsel selected by itof the indemnitor’ s choice and at the sole cost of the indemnitor. If the indemnitor so assumes such defense, the indemnitee may participate therein through counsel of its choice, but at its expense, subject the sole cost of the indemnitee. The party not assuming the defense of any such claim shall render all reasonable assistance to the indemnifying Party’s party assuming such defense, and all reasonable out-of-pocket costs of such assistance shall be for the account of the indemnitor. No such claim shall be settled other than by the party defending the same, and then only with the consent of the other party which shall not be unreasonably withheld; provided that the indemnitee shall have no obligation to consent to any settlement of any such action or claim which imposes on the indemnitee any liability or obligation which cannot be assumed and performed in full by the indemnitor, and the indemnitee shall have no right to control the defense thereof. Further, each Party agrees to reasonably cooperate with the other Party’s insurance carrier in connection with any Losses and indemnifiable claims, as applicable. In no event will either Party be liable to the other or withhold its consent to any third-party for claims (whether direct settlement of any such action or indirect) caused claim if the settlement involves only the payment of money by or incurred as a result of the Party’s own negligence, acts or omissions indemnitor or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawinsurer.

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: (a) promptly notifying Any Parent Indemnified Person or the indemnifying Party Stockholder Indemnified Person seeking indemnification under this Article VII (an “Indemnified Person”) shall give each party from whom indemnification is being sought (each, an “Indemnifying Person”) notice of any claim matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known, and containing a reference to the provisions of this Agreement in writingrespect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, provided however, that the failure so to provide such notice Notice of Claim will not diminish relieve the indemnifying Party’s indemnity obligations hereunder except Indemnifying Person(s) from any Liability which they may have under this Agreement or otherwise (unless and only to the extent that such failure results in the indemnifying Party forfeits loss or compromise in any material respect of any material rights or defenses by reason of the Indemnifying Person(s) and the Indemnifying Person(s) was not otherwise aware of such failure; Action). Notwithstanding the foregoing, no claim shall be brought under this Article VII with respect to an event of indemnification described in Section 7.1(a)(i) or Section 7.1(b)(i) unless an Indemnified Person, at any time prior to the applicable Survival Date, gives the Indemnifying Person(s) a Notice of Claim with respect to such claim. If a Notice of Claim has been given on or prior to the applicable Survival Date, the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. (b) giving Claims for indemnification hereunder resulting from the indemnifying Party, at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, management, and settlement of the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission assertion of liability will by third parties (each, a “Third Party Claim”) shall be subject to the indemnified partyfollowing terms and conditions: (i) The Indemnified Person may defend any Third Party Claim with counsel of its own choosing, at the Indemnifying Person’s written approval cost, and shall act reasonably and in accordance with its sole discretiongood faith business judgment in handling such Third Party Claim. If the Indemnified Person elects not to defend such Third Party Claim, the Indemnified Person shall promptly provide notice to the Indemnifying Person. The indemnified party will Indemnifying Person shall have twenty (20) days following receipt of such notice to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person. If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to participate in be represented by its own counsel at its own expense. If the Indemnifying Person fails to undertake the defense of or settle or pay any indemnifiable claim with counsel selected by it, at its expense, subject such Third Party Claim within twenty (20) days after the Indemnified Person has given written notice to the indemnifying PartyIndemnifying Person of the claim, or if the Indemnifying Person, after having given such notification to the Indemnified Person, fails within twenty (20) days, or at any time thereafter, to defend to the reasonable satisfaction of the Indemnified Person, settle or pay such claim, then the Indemnified Person may take any and all necessary action to dispose of such claim at the Indemnifying Person’s right cost. The Indemnifying Person and the Indemnified Person shall make available to control each other and their counsel and accountants all books and records and information relating to any Third Party Claims, keep each other fully apprised as to the details and progress of all proceedings relating thereto and render to each other such assistance as may be reasonably required to ensure the proper and adequate defense of any and all Third Party Claims. (ii) The party controlling the defense thereof. Furtherof a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, each Party agrees to reasonably cooperate with provided that, an Indemnifying Person shall not without the other PartyIndemnified Person’s insurance carrier in connection with any Losses and indemnifiable claimsprior written consent settle or compromise such proceeding, as applicable. In no event will either Party be liable claim or demand, or consent to the other entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend plaintiff to the percentage Indemnified Person of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence written release from all liability in respect of such proceeding, claim or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawdemand.

Indemnification Process. Each If any action shall be brought against a party (the "Claimant") in respect to which indemnity may be sought from the another party (the "Indemnifying Party’s indemnification obligations hereunder are conditioned upon ") pursuant to the indemnified party: (a) provisions of this Section 10, the Claimant shall promptly notifying notify the indemnifying Indemnifying Party of any claim in writing, provided specifying the failure to provide nature of the action and the total monetary amount sought or other such notice will not diminish relief as is sought therein. The Claimant shall cooperate with the indemnifying Party’s indemnity obligations hereunder except and only to the extent the indemnifying Indemnifying Party forfeits rights or defenses by reason of such failure; (b) giving the indemnifying Party, at the indemnifying Indemnifying Party’s expense, 's expense in all reasonable assistance and information requested by the indemnifying Party respects in connection with the defense and/or settlement of any such action. The Indemnifying Party shall, upon written request by the Claimant, undertake to control and conduct all proceedings or settlement or both of negotiations in connection therewith, assume and control the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, managementdefense thereof, and settlement of the claim and the right if it so undertakes, it shall also undertake all other required steps or proceedings to make counterclaims pertaining to settle or defend any such indemnifiable claim in action, including the name employment of counsel which shall be reasonably satisfactory to Claimant, and on behalf payment of the indemnified partyall reasonably incurred expenses. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will Claimant shall have the right to participate in employ separate counsel to provide input into the defense defense, at Claimant's own cost. The Indemnifying Party shall pay directly or, if requested, reimburse Claimant upon demand for any payments made or damages suffered by Claimant, based upon the judgment of any indemnifiable court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions for which Claimant is entitled to indemnification hereunder. The Indemnifying Party shall not settle any claim with counsel selected by itor action under this Section 10 on Claimant's behalf without first obtaining Claimant's written permission, at its expensewhich permission shall not be unreasonably withheld or delayed, subject to the indemnifying however if Claimant withholds or unreasonably delays approval of Indemnifying Party’s 's settlement offer, Claimant shall defend that claim or action and Claimant hereby waives any right to control indemnity hereunder from the defense thereofIndemnifying Party in excess of the settlement offer amount. FurtherA Claimant may settle any claim or action hereunder, each Party but the Indemnifying party will not be responsible for any such settlement unless it shall have approved the settlement, in writing and in advance, which approval will not be unreasonably withheld or delayed. Each party agrees not to reasonably cooperate with publicize any settlement without first obtaining the other Party’s insurance carrier in connection with any Losses and indemnifiable claimsparty's written permission, as applicable. In no event will either Party be liable to the other or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder which permission will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawbe unreasonably withheld.

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: (a) An Institution Indemnitee shall promptly notifying notify the indemnifying Party Sponsor in writing upon receipt of notice of any claim Claim, but in writingno event later than ten (10) days after such receipt, provided and must permit Sponsor’s attorneys and personnel, at Sponsor’s discretion and cost, to handle and control the defense of such Claim, provided, however, that failure to provide such notice will shall not diminish the indemnifying Party’s indemnity relieve Sponsor of its indemnification obligations hereunder except and only to the extent that the indemnifying Party forfeits rights or defenses Sponsor’s ability to defend such Claim is materially, adversely affected by reason of such failure; (b) giving . Sponsor shall not make any settlement admitting fault or incur any liability on the indemnifying Party, at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in connection with the defense or settlement or both part of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defenseInstitution Indemnitees without Institution Indemnitees’ prior written consent, management, and settlement of the claim and the right such consent not to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretionunreasonably withheld or delayed. The indemnified party will have the right to participate Institution Indemnitees shall cooperate with Sponsor in all reasonable respects regarding the defense of any indemnifiable claim with counsel selected by itsuch Claim, at Sponsor’s expense. The Institution Indemnitees shall be entitled to retain counsel of its choice at its own expense. In the event a Claim falls under this indemnification clause, subject in no event shall either party compromise, settle or otherwise admit any liability with respect to any Claim without the indemnifying Party’s right to control the defense thereof. Further, each Party agrees to reasonably cooperate with prior written consent of the other Party’s insurance carrier in connection with any Losses and indemnifiable claimsparty, as applicablesuch consent not to be unreasonably withheld or delayed. In no event will either Party be liable to the other or to any third-party for claims EXCEPT FOR (whether direct or indirectI) caused by or incurred as a result of the Party’s own negligenceA PARTY’S INTENTIONAL MISCONDUCT, acts or omissions or its employees or agents in connection with this LSA. FurtherOR (II) THE OBLIGATIONS TO INDEMNIFY PURSUANT TO THIS AGREEMENT, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other faultNEITHER PARTY SHALL BE LIABLE FOR SPECIAL, breach of contract or warrantyCONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, or to strict liability imposed upon the indemnitee as a matter of lawEVEN IF ADVISED OF THE POSSIBILITY OF THE SAME.

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: Buyer will notify Seller in writing (a"Buyer's Notice") promptly notifying upon receipt by Buyer or the indemnifying Party Company of notice of any claim pending or Threatened Tax audits or assessments which may materially affect the Tax liabilities of the Company or Seller or for which Seller could be required to indemnify Buyer pursuant to Section 11.3 (a "Tax Claim"). If (i) Buyer's Notice is not given within 30 days of Buyer's receipt of written notice of the Tax Claim, or (ii) Buyer's Notice fails to reasonably describe such notice, in writingeach case taking into account the facts and circumstances with respect to such Tax Claim, provided the failure to provide such notice Seller will not diminish be liable to the indemnifying Party’s indemnity obligations hereunder except and only Buyer to the extent the indemnifying Party forfeits rights or defenses by reason Seller's ability to effectively contest the Tax Claim is prejudiced. In the event of such failure; (b) giving the indemnifying Partya third-party claim for Taxes, at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, management, and settlement of the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability Buyer will be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will have the right to participate in the defense of any indemnifiable claim with counsel selected by itpermit Seller, at its expense, subject to the indemnifying Party’s right to control any Proceeding relating to any taxable year or period of the Company ending on or before the Closing Date. Seller will not settle or otherwise compromise any issue or matter on a basis that could adversely affect Buyer's liability for Taxes (including any indemnification for Taxes pursuant to Section 11.2 or the imposition of tax deficiencies) without Buyer's prior written consent, which consent will not be unreasonably withheld. If Seller does not assume the defense thereofof any such Proceeding, Buyer may, without any effect to its right of indemnification by Seller under this Article 11, defend the same in such manner as it may deem appropriate. FurtherNo claim for Taxes relating to a Pre-closing Period will be settled, each Party agrees either administratively or after commencement of litigation, on a basis that could adversely affect the Seller's liability for Taxes (including any indemnification for Taxes pursuant to reasonably cooperate with Section 11.3 or the other Party’s insurance carrier in connection with imposition of tax deficiencies) without Seller's prior written consent, which consent shall not be unreasonably withheld. Buyer will control any Losses and indemnifiable claims, as applicable. In no event will either Party be liable to the other or Proceeding relating to any third-party for claims (whether direct taxable year or indirect) caused by or incurred as a result period of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to Company ending after the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawClosing Date.

Indemnification Process. Each Party’s The party seeking indemnification obligations hereunder are conditioned upon pursuant to this Section 10 (the indemnified party“Indemnitee”) shall: (a) promptly notifying notify the indemnifying Party other party (the “Indemnitor”) in writing of any claim the Claim for which indemnification is sought, but in writing, provided no event longer than five (5) business days of the failure to provide such notice will not diminish Indemnitee’s knowledge of the indemnifying Party’s indemnity obligations hereunder except and only to the extent the indemnifying Party forfeits rights or defenses by reason of such failure; Claim: (b) giving make all reasonable efforts to provide Indemnitor with all information and material in Indemnitee’s possession regarding the indemnifying Party, at the indemnifying Party’s expense, reasonable Claim; (c) furnish to Indemnitor such assistance and information requested by the indemnifying Party as Indemnitor may reasonably request in connection with the investigation, settlement and defense or settlement or both of the indemnifiable claimClaim; and (cd) granting the indemnifying Party grant Indemnitor sole control over the defense and settlement of the Claim. Within ten (10) days of Indemnitor’s receipt of the notice of the Claim or demand, Indemnitor shall notify the Indemnitee as to whether Indemnitor is assuming the entire control (subject to this Section) of the defense, management, and compromise or settlement of the claim matter, including the counsel that Indemnitor has selected. The Indemnitor shall institute and the right to make counterclaims pertaining to maintain any such indemnifiable claim in defense diligently and reasonably and shall keep the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject Indemnitee fully advised as to the indemnified party’s written approval in its sole discretion. The indemnified party will have the right to participate in the defense of any indemnifiable claim with counsel selected by it, at its expense, subject to the indemnifying Party’s right to control the defense status thereof. Further, each Party agrees Indemnitor shall not dispose of or settle any such Claim in Indemnitee’s name or in any manner which may adversely affect Indemnitee’s rights or interests (which includes, without limitation, any settlement that imposes pecuniary or other liability or an admission of fault or guilt on the Indemnitee or would require the Indemnitee to reasonably cooperate with the other Partybe bound by an injunction of any kind) without Indemnitee’s insurance carrier in connection with any Losses and indemnifiable claimsprior written consent, as applicablewhich consent shall not be unreasonably withheld or delayed. In no event will either Party Indemnitee shall not be liable to the other hereunder for any settlement entered into without its prior written consent (which consent shall not be unreasonably withheld or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawdelayed).

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon Promptly after the indemnified party: (a) promptly notifying the indemnifying Party receipt by any party of notice of any claim in writingor the commencement of any action or proceeding, provided the failure such party will, if a claim with respect thereto is to be made against any party obligated to provide indemnification (the “Indemnifying Party”) pursuant to this Section 14, give such Indemnifying Party written notice will not diminish the indemnifying Party’s indemnity obligations hereunder except and only to the extent the indemnifying Party forfeits rights or defenses by reason of such failure; (b) giving claim or the indemnifying Partycommencement of such action or proceeding. Such Indemnifying Party will have the right, at its option, to compromise or defend, at its own expense and by its counsel, any matter involving the indemnifying Party’s expenseasserted liability of the party seeking such indemnification. Such notice, reasonable assistance and information requested by opportunity to defend, will be a condition precedent to any liability of the indemnifying Indemnifying Party under the indemnification agreements contained in connection this Section 14. If any Indemnifying Party undertakes to compromise or defend any such asserted liability, it will promptly notify the party seeking indemnification of its intention to do so, and the party seeking indemnification agrees to cooperate fully with the defense Indemnifying Party and its counsel in the compromise of, or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, management, and settlement of the claim and the right to make counterclaims pertaining to defends against any such indemnifiable claim in asserted liability. In any event, the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will have the right at its own expense to participate in the defense of any indemnifiable claim with counsel selected by it, at its expense, subject to the indemnifying Party’s right to control the defense thereof. Further, each Party agrees to reasonably cooperate with the other Party’s insurance carrier in connection with any Losses and indemnifiable claims, as applicablesuch asserted liability. In no event will shall either Party be liable party’s liability to the other party under this Agreement, whether fashioned as a direct claim for damages or a claim for indemnity under this Section 14, exceed (i) in the aggregate, the amount of the Cash Consideration and (ii) with respect to all claims relating to a particular Partnership, the amount of Cash Consideration allocated to such Partnership in Exhibit A. The indemnified party will also, to the extent that the indemnified party owes any third-obligations to the indemnifying party, have the right to withhold from the indemnifying party the indemnified party’s reasonable estimate of the amount of any damages for claims (whether direct or indirect) caused by or incurred which the indemnifying party would be liable under this Section 14 as a result of such claim by a third-party unaffiliated with the Party’s own negligence, acts or omissions or its employees or agents in connection indemnified party. The amount of such withholding shall be deposited with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend independent escrow agent reasonably acceptable to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawboth parties.

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: (a) promptly notifying Any Buyer Indemnified Person seeking indemnification under this Article IX shall give the indemnifying Party Stockholders notice of any claim matter (a “Notice of Claim”) which such Buyer Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (each, a “Loss Estimate”) and containing a reference to the provisions of this Agreement in writingrespect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, provided however, that the failure so to provide such notice Notice of Claim will not diminish affect the indemnifying Party’s indemnity obligations hereunder except and only rights of Buyer Indemnified Persons to obtain indemnification hereunder. Notwithstanding the foregoing, no claim shall be brought under this Article IX with respect to an event of indemnification described in Section 9.2(a)(i) unless a Buyer Indemnified Person, at any time prior to the extent applicable Survival Date, gives the indemnifying Party forfeits rights Stockholders a Notice of Claim with respect to such claim. If a Notice of Claim has been given on or defenses by reason of prior to the applicable Survival Date, the relevant representations and warranties shall survive as to such failure; claim until the claim has been finally resolved. (b) giving Claims for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to the following terms and conditions: (i) The Buyer Indemnified Person may defend any Third Party Claim with counsel of its own choosing, and shall act reasonably and in accordance with its good faith business judgment in handling such Third Party Claim. The Buyer shall not settle or compromise the Third Party Claim or make any admission in respect thereof which would materially and adversely affect the indemnifying Partyparty’s liability without the prior written agreement of each of the Stockholders (which shall not be unreasonably withheld or delayed) as to any reasonable ways in which the Third Party Claim might be avoided, disputed, resisted, mitigated, settled, compromised, defended or appealed. All costs (including attorneys’ fees) incurred by the Buyer Indemnified Person in defending such Third Party Claim shall be satisfied as such costs are incurred in the same manner as Losses are satisfied pursuant to Section 9.2(b). The Buyer Indemnified Person may elect not to defend a Third Party Claim within thirty (30) days following receipt of a Third Party Claim, by notice in writing to the Stockholders. Each of the Stockholders shall have ten (10) days to advise the Buyer Indemnified Person whether such Stockholder accepts the defense of such claim, and the Stockholder shall have no obligation to the Buyer Indemnified Person for legal fees incurred by the Buyer Indemnified Person after the date of any assumption of the defense by the Stockholder. If the Stockholder determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Buyer Indemnified Person and at the indemnifying Party’s its own expense, reasonable assistance and information requested by provided that, the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, management, and settlement of the claim and Buyer Indemnified Person shall have the right to be represented by its own counsel at its own expense. If the Stockholder fails to undertake the defense of or settle or pay any such Third Party Claim within ten (10) days after the Buyer Indemnified Person has given written notice to the Representative of the claim, or if the Stockholder, after having given such notification to the Buyer Indemnified Person, fails within ten (10) days, or at any time thereafter, to defend to the reasonable satisfaction of the Buyer Indemnified Person, settle or pay such claim, then the Buyer Indemnified Person may take any and all necessary action to dispose of such claim, and any costs (including attorneys’ fees) incurred by the Buyer Indemnified Person in so doing shall be satisfied as such costs are incurred in the same manner as Losses are satisfied pursuant to Section 9.2(b). The Stockholders and the Buyer Indemnified Person shall make counterclaims pertaining available to each other and their counsel and accountants all books and records and information relating to any Third Party Claims, keep each other apprised as to the details and progress of all proceedings relating thereto and render to each other such indemnifiable assistance as may be reasonably required to ensure the proper and adequate defense of any and all Third Party Claims. (ii) The party controlling the defense of a Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, the Stockholders shall not without the Buyer Indemnified Person’s prior written consent settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Buyer Indemnified Person of a written release from all liability in respect of such proceeding, claim or demand. (iii) If the name Stockholders at any time pays to the Buyer Indemnified Person an amount pursuant to a Third Party Claim and the Buyer Indemnified Person, the Buyer or one of its Affiliates subsequently becomes entitled to recover from some other person any sum (whether by payment, discount, credit, relief or otherwise) in respect of the subject matter of the Third Party Claim, the Buyer Indemnified Person shall take all reasonable steps to enforce such right of recovery and following any such recovery shall forthwith repay to the Stockholder so much of the amount paid by them to the Buyer Indemnified Person as does not exceed the sum recovered from such other person less all reasonable costs, charges and expenses incurred by the Buyer Indemnified Person, the Buyer or any of its Affiliates in recovering that sum from such other person. (iv) Where having discharged a Third Party Claim any of the Stockholders requests the assignment to it or him of any right of the Buyer Indemnified Person, the Buyer or any of its Affiliates to make recovery in whole or in part from any third party, the Buyer Indemnified Person will assign or procure the assignment to such Stockholder of such right, and, if that right is not legally capable of effective assignment, subject to being indemnified to the reasonable satisfaction of the Buyer Indemnified Person, the Buyer or any of its Affiliates against any associated costs and expenses, pursue such Third Party Claim on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject Stockholder and pay over to the indemnified party’s written approval in its sole discretion. The indemnified party will have the right to participate in the defense of any indemnifiable claim with counsel selected by it, at its expense, subject Stockholder all amounts recovered up to the indemnifying Party’s right to control the defense thereof. Further, each Party agrees to reasonably cooperate with the other Party’s insurance carrier in connection with any Losses and indemnifiable claims, as applicable. In no event will either Party be liable to the other or to any third-party for claims (whether direct or indirect) caused by or incurred as a result amount of the Party’s own negligence, acts relevant Third Party Claim previously discharged by it or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawhim.

Indemnification Process. Each The Party seeking indemnification (“Requesting Party’s indemnification obligations hereunder are conditioned ”) will promptly notify the other Party (“Indemnitor”) in writing upon the indemnified party: (a) promptly notifying the indemnifying Party receipt of oral or written notice of any claim in writingactual or alleged Claim for which Requesting Party seeks indemnity, provided the that failure to provide such notice will not diminish the indemnifying Party’s indemnity release Indemnitor from any obligations hereunder except and only to the extent that Indemnitor is materially prejudiced by such failure. The Requesting Party shall (a) allow the indemnifying Party forfeits rights or defenses by reason Indemnitor, at its discretion and cost, to assume direction and control the defense of such failure; Claim, (b) giving diligently assist the indemnifying Party, at the indemnifying Party’s expense, reasonable assistance Indemnitor and information requested by the indemnifying Party cooperate in connection with the defense or settlement or both of the indemnifiable claimdefending against such Claim; and (c) granting the indemnifying Party sole control of the defensenot, managementexcept at its own cost, and settlement of the claim and the right to voluntarily make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party or agree to make any admission payment or incur any expense in connection with any such Claim without the prior written consent of liability the Indemnitor. Indemnitor will be subject use counsel reasonably satisfactory to the indemnified party’s written approval in its sole discretion. The indemnified party will Requesting Party to defend each Claim, and the Requesting Party shall have the right to participate in the defense of any indemnifiable claim with Claim and select and obtain representation by separate legal counsel selected by itat its own expense. If, at its expenseany time, subject to Indemnitor reasonably determines that any Claim might adversely affect any Requesting Party, then, without limiting Indemnitor’s indemnification obligations, the indemnifying Party’s right to Requesting Party may take control of the defense thereofof the Claim, and in such event, the Requesting Party and its counsel will proceed diligently and in good faith with that defense. Further, each Neither Party agrees to reasonably cooperate with shall settle or otherwise compromise any Claim or suit in any manner that adversely affects the other Party’s insurance carrier in connection with any Losses and indemnifiable claims, as applicable. In no event will either Party be liable to hereunder or imposes obligations on the other Party beyond what is set forth in this Agreement without prior written consent of such other Party, which consent shall not be unreasonably withheld or delayed. Indemnitor will use reasonable efforts to ensure that any third-party for claims (whether direct or indirect) caused settlement it makes of any Claim is made confidential, except where not permitted by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawApplicable Law.

Indemnification Process. Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: (a) As promptly notifying as is reasonably practicable after becoming aware of a claim for indemnification under this Agreement that does not involve a third party claim, Full Art shall give notice to the indemnifying Party Shareholders of any such claim in writingor the Shareholders shall provide notice to Full Art or CAE (the “Claim Notice”), provided as the failure to provide such notice will not diminish the indemnifying Party’s indemnity obligations hereunder except and only case may be, which Claim Notice shall, to the extent such information is reasonably available, specify the facts alleged to constitute the basis for such claim, the representations, warranties, covenants and obligations alleged to have been breached and the amount sought hereunder from the indemnifying Party forfeits rights or defenses by reason persons. It is the intent of the parties that amounts paid under this Article Nine shall represent an adjustment to the Aggregate Purchase Price and the parties will report such failure; payments consistent with such intent. (b) giving The party seeking indemnification shall give notice as promptly as is reasonably practicable, but in any event no later than fifteen (15) business days after receiving notice thereof, to the Shareholders, Full Art or CAE, as the case may be, of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto in respect of which indemnity may be sought under this Agreement (which notice shall, to the extent such information is reasonably available, specify in reasonable detail the nature and amount of such claim). After such notice, the indemnifying Party, at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, management, and settlement of the claim and party shall have the right to make counterclaims pertaining assume the defense; provided, however, that such indemnified party shall have the right to participate at its own expense in the defense of such action; and provided, further, that the indemnifying party shall not consent to the entry of any judgment or enter into any settlement, except with the written consent of such indemnified party (which consent shall not be unreasonably withheld), that (a) fails to include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of any such indemnifiable claim in action or (b) grants the name and on behalf of claimant or plaintiff any injunctive relief against the indemnified party. Any settlement by the indemnifying Party requiring the indemnified party failure to make any admission of liability will be subject to the give prompt notice under this Section 9.04(b) shall not bar an indemnified party’s written approval in its sole discretionright to claim indemnification under this Article Nine, except to the extent that an indemnifying party shall have been harmed by such failure. (c) Within ten (10) business days or the receipt of a Claim Notice, the Shareholders, Full Art or CAE, as the case may be, shall deliver to the Escrow Agent and Full Art, CAE or the Shareholders, as the case may be, a notice (“Objection Notice”) stating they intend to contest the claim (a “Contest”) or to accept liability thereunder. (i) If the Shareholders, Full Art or CAE, as the case may be, do not give an Objection Notice within that ten (10) business day period, the Shareholders, Full Art or CAE, as the case may be, will be deemed to accept liability as it relates to such claim. To the extent the Shareholders are deemed liable for any Losses hereunder, such liability shall be satisfied pursuant to Section 9.05. (ii) If Full Art or CAE gives a timely Objection Notice, then within thirty (30) business days of the receipt thereof, the Shareholders and Full Art or CAE, as the case may be, shall select an independent arbitrator (the “Independent Arbitrator”). The indemnified party Independent Arbitrator shall be selected by the mutual agreement of the Shareholders and Full Art or CAE, as the case may be. If the parties cannot agree on the identity of an Independent Arbitrator within ten (10) business days of the date of an Objection Notice, then the Independent Arbitrator will have be determined by an arbitrator selected by the right Shareholders and an arbitrator selected by Full Art or CAE, as the case may be. The decision of the Independent Arbitrator shall be borne as directed by him. The Shareholders and Full Art or CAE, as the case may be, shall be entitled to participate make such representation and provide such information and reports to the Independent Arbitrator within twenty (20) business days of the date of agreement or, if later, determination of the identity of the Independent Arbitrator. The Shareholders and Full Art or CAE, as the case may be, shall use their respective commercially reasonable efforts to procure that the Independent Arbitrator issues his/her ruling within thirty (30) business days after the matter is submitted to him/her for consideration. (iii) If the Shareholders give a timely Objection Notice, the Escrow Agent shall not take any further action with respect to the claim being Contested except as further provided in the defense of any indemnifiable claim with counsel selected by it, at its expense, subject to the indemnifying Party’s right to control the defense thereof. Further, each Party agrees to reasonably cooperate with the other Party’s insurance carrier in connection with any Losses and indemnifiable claims, as applicable. In no event will either Party be liable to the other or to any third-party for claims (whether direct or indirect) caused by or incurred as a result of the Party’s own negligence, acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of a claimant’s indemnifiable claims attributable to the indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnitee as a matter of lawEscrow Agreement.