Common use of Method of Asserting Claims, Etc Clause in Contracts

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows: (a) In the event that any Claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or demand) (the “Claim Notice”). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall have 30 days from the giving of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (b) In the event any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third party, the Indemnified Party shall give a Claim Notice with respect to such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Notice. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 V shall be asserted as follows: (a) In the event that any Claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, shall with reasonable promptness notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or demand) (the “Claim Notice”). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall have 30 days from the giving of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it he does not dispute liability for indemnification under this Article 5 V and that such person he desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its his counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 V may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (b) In the event any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third party, the Indemnified Party shall give a Claim Notice with respect to such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it he disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Notice. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party or parties claiming indemnification is under this Article (whether one or more) are hereinafter collectively referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as to the “Indemnifying Party.” All Claims claims for indemnification by any Indemnified Party under this Article 5 shall V will be asserted and resolved as follows: (a) In the event that any Claim claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third partyparty (a “Third Party Claim”), said such Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, will with reasonable promptness notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall will not be conclusive of the final amount of such Claim or demand) claim and demand (the “Claim Notice”)). The Indemnifying Party will not be obligated to indemnify such Indemnified Party’s Party with respect to any such claim or demand to the extent the failure of such Indemnified Party to so promptly notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure a claim or demand materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall will have 30 days from the giving personal delivery or mailing of the Claim Notice (the “Notice Period”) to notify the such Indemnified Party: Party (i) whether or not the Indemnifying Party it disputes the liability of the Indemnifying Party to the such Indemnified Party hereunder with respect to such Claim claim or demand, demand and (ii) whether or not the Indemnifying Party desires, it desires at the sole cost and expense of the Indemnifying Party, to defend the such Indemnified Party against such Claims claim or demand; provided, however, that any such Indemnified Party is hereby authorized prior to and during the Notice Period [***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. to file any motion, answer or other pleading which he shall deem it deems necessary or appropriate to protect his its interests or those of the Indemnifying Party and not materially prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the such Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the such Indemnified Party against such claim or demand and demand, except as hereinafter provided, the Indemnifying Party shall will have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of If such Indemnified Party except desires to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writingparticipate in, the Indemnifying Party has failed after a reasonable period of time to assume but not control, any such defense or settlement it may do so at its sole cost and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”)expense. If requested by the Indemnifying Party and there is no Material ConflictParty, the such Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim claim or demand which the Indemnifying Party elects to contest orcontest, and, if appropriate and related to the Claim claim in question, in making any Counterclaim counterclaim against the person asserting the third party Claim claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which claim may be settled by the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of such Indemnified Party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, in connection with a Third Party Claim asserted against both such Indemnified Party and the Indemnifying Party, if (i) such Indemnified Party has available to it defenses which consent shall not are in addition to those available to the Indemnifying Party, (ii) such Indemnified Party has available to it defenses which are inconsistent with the defenses available to the Indemnifying Party or (iii) a conflict exists or may reasonably be unreasonably withheld or delayedexpected to exist in connection with the representation of both such Indemnified Party and the Indemnifying Party by the legal counsel chosen by the Indemnifying Party, such Indemnified Party will have the right to select its own legal counsel. If such Indemnified Party selects its own legal counsel pursuant to the immediately preceding sentence and the underlying Third Party Claim is otherwise subject to the scope of the indemnification obligations of the indemnifying Party pursuant to this Article, the reasonable fees and expenses of such legal counsel will be included within the indemnification obligations of the Indemnifying Party; provided that under no circumstances will the Indemnifying Party be obligated to indemnify such Indemnified Party against the fees and expenses of more than one legal counsel selected by such Indemnified Party in connection with a single claim (notwithstanding the number persons against whom the Third Party Claim may be asserted). (b) In the event any Indemnified Party should have a Claim claim against any Indemnifying Party hereunder which does not involve a Claim claim or demand being asserted against or sought to be collected from him it by a third party, the such Indemnified Party shall give will send a Claim Notice with respect to such Claim claim to the such Indemnifying Party. If, after receipt of a Claim Notice, the If such Indemnifying Party does not notify the such Indemnified Party within the Notice Period that he, she or it such Indemnifying Party disputes such Claimclaim, then the amount of such claim will be conclusively deemed a liability of such Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Noticehereunder. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party or parties claiming indemnification is under this Article (whether one or more) are hereinafter collectively referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as to the “Indemnifying Party.” All Claims claims for indemnification by any Indemnified Party under this Article 5 shall 9 will be asserted and resolved as follows:: [***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (a) MAKO shall have the right to enforce all claims in connection with the use of the Licensed Patents in the MAKO Field and Z-KAT shall have the right to enforce all claims in connection with the use of the Licensed Patents in the Z-KAT Field. (b) In the event that any Claim claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third partyparty (a “Third Party Claim”), said such Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, will with reasonable promptness notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall will not be conclusive of the final amount of such Claim or demand) claim and demand (the “Claim Notice”)). The Indemnifying Party will not be obligated to indemnify such Indemnified Party’s Party with respect to any such claim or demand to the extent the failure of such Indemnified Party to so promptly notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure a claim or demand materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall will have 30 days from the giving personal delivery or mailing of the Claim Notice (the “Notice Period”) to notify the such Indemnified Party: Party (i) whether or not the Indemnifying Party it disputes the liability of the Indemnifying Party to the such Indemnified Party hereunder with respect to such Claim claim or demand, demand and (ii) whether or not the Indemnifying Party desires, it desires at the sole cost and expense of the Indemnifying Party, to defend the such Indemnified Party against such Claims claim or demand; provided, however, that any such Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem it deems necessary or appropriate to protect his its interests or those of the Indemnifying Party and not materially prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the such Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the such Indemnified Party against such claim or demand and demand, except as hereinafter provided, the Indemnifying Party shall will have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of If such Indemnified Party except desires to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writingparticipate in, the Indemnifying Party has failed after a reasonable period of time to assume but not control, any such defense or settlement it may do so at its sole cost and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”)expense. If requested by the Indemnifying Party and there is no Material ConflictParty, the such Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim claim or demand which the Indemnifying Party elects to contest orcontest, and, if appropriate and related to the Claim claim in question, in making any Counterclaim counterclaim against the person asserting the third party Claim claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which claim may be settled by the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of such Indemnified Party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, in connection with a Third Party Claim asserted against both such Indemnified Party and the Indemnifying Party, if (x) such Indemnified Party has available to it defenses which consent shall not are in addition to those available to the Indemnifying Party, (y) such Indemnified Party has available to it defenses which are inconsistent with the defenses available to the Indemnifying Party or (z) a conflict exists or may reasonably be unreasonably withheld or delayedexpected to exist in connection with the representation of both such Indemnified Party and the Indemnifying Party by the legal counsel chosen by the Indemnifying Party, such Indemnified Party will have the right to select its own legal counsel. If such Indemnified Party selects its own legal counsel pursuant to the immediately preceding sentence and the underlying Third Party Claim is otherwise subject to the scope of the indemnification obligations of the Indemnifying Party pursuant to this Article 9, the reasonable fees and expenses of such legal counsel will be included within the indemnification obligations of the Indemnifying Party; provided that under no circumstances will the Indemnifying Party be obligated to indemnify such Indemnified Party against the fees and expenses of more than one legal counsel selected by such Indemnified Party in connection with a [***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. single claim (notwithstanding the number persons against whom the Third Party Claim may be asserted). (bc) In the event any Indemnified Party should have a Claim claim against any Indemnifying Party hereunder which does not involve a Claim claim or demand being asserted against or sought to be collected from him it by a third party, the such Indemnified Party shall give will send a Claim Notice with respect to such Claim claim to the such Indemnifying Party. If, after receipt of a Claim Notice, the If such Indemnifying Party does not notify the such Indemnified Party within the Notice Period that he, she or it such Indemnifying Party disputes such Claimclaim, then the amount of such claim will be conclusively deemed a liability of such Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Noticehereunder. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows: (a) In the event that any Claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or demand) (the “Claim Notice”). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall have 30 days from the giving of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it he does not dispute liability for indemnification under this Article 5 and that such person he desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its his counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (b) In the event any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third party, the Indemnified Party shall give a Claim Notice with respect to such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it he disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Notice. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such (a) All claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification relating to a Third Party Claim by any Indemnified Party under this Article 5 indemnified party (an "INDEMNIFIED PARTY") hereunder shall be asserted and resolved as follows:set forth in this Section 9.04. (ab) In the event that any Claim written claim or demand for which an Indemnifying Party would be liable indemnifying party (an "INDEMNIFYING PARTY") may have liability to an any Indemnified Party hereunder hereunder, is asserted against or sought to be collected from such any Indemnified Party by a third partyThird Party (a "THIRD PARTY CLAIM"), said such Indemnified Party shallshall promptly, within but in no event more than ten (10) business days from the date upon which the following such Indemnified Party's receipt of a Third Party has Knowledge of such Claim, notify the Indemnifying Party in writing of such claim or demandThird Party Claim, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof of damages sought thereunder to the extent then feasible ascertainable (which estimate shall not be conclusive of the final amount of such Claim or demand) Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a "CLAIM NOTICE"); provided, however, that the “Claim Notice”). The Indemnified Party’s failure to so notify timely give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying respect to such Third Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demandClaim. The Indemnifying Party shall have 30 thirty (30) days from (or such lesser number of days set forth in the giving Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”"NOTICE PERIOD") to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, that it desires to defend the Indemnified Party against such Claims or demand; provided, however, that any Indemnified Third Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. Claim. (c) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand and except as hereinafter provideda Third Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by all appropriate proceedingsproceedings and shall have the sole power to direct and control such defense, which proceedings with counsel reasonably satisfactory to the Indemnified Party at its expense. Once the Indemnifying Party has duly assumed the defense of a Third Party Claim, the Indemnified Party shall be promptly settled or prosecuted by him have the right, but not the obligation, to a final conclusionparticipate in any such defense and to employ separate counsel of its choosing. The Indemnified Party shall participate in any such defense at its expense unless (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed to diligently pursue a Third Party Claim it has assumed, as provided in the first sentence of this Section 9.04(c). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any Third Party Claim on a basis that would result in (i) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates, (ii) a finding or admission of a violation of Applicable Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates or (iii) a finding or admission that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its Affiliates. (d) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise or (ii) after assuming the defense of a Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim within ten (10) days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right but not the obligation to employ separate counsel in any such action and participate in assume its own defense; it being understood that the Indemnified Party's right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Third Party Claim. The Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying shall not settle a Third Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedwithheld. (be) In the event any The Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third party, the Indemnified Party shall give a Claim Notice with respect to such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it disputes such Claim, then and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to each other's relevant business records and other documents, and employees; it being understood that the reasonable costs and expenses of the Indemnified Party relating thereto shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim NoticeLiabilities. (cf) The Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to avoid production of confidential information (consistent with Applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be given the opportunity made so as to defend the respective Claimpreserve any applicable attorney-client or work-product privileges.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such All claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 hereunder shall be asserted and resolved as follows: (a) set forth in this Section 7.3. In the event that any Claim written claim or demand for which an Indemnifying Party would be liable to an any Indemnified Party hereunder is asserted against or sought to be collected from such any Indemnified Party by a third party, said such Indemnified Party shallshall promptly, within ten but in no event more than fifteen (1015) business days from the date upon which the following such Indemnified Party has Knowledge Party’s receipt of such Claimclaim or demand, notify the Indemnifying Party of such claim or demanddemand in a written notice that describes such claim or demand in reasonable detail, specifying including the nature sections of and specific this Agreement which form the basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or claim and demand) along with copies of all written evidence thereof (the “Claim Notice”). The Indemnified Party’s Subject to Section 7.1, no delay in or failure to so notify give notice to the Indemnifying Party in accordance with pursuant to this Section 7.3 will adversely affect any of the provisions of other rights or remedies that the Indemnified Party has under this Agreement shall not Agreement, or alter or relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices its obligations to indemnify the Indemnified Party, except to the extent that the Indemnifying Party’s ability to defend against the claim or demandParty is actually and materially prejudiced thereby. The Indemnifying Party shall have 30 thirty (30) days from the giving personal delivery or mailing of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) Party whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, it desires to defend the Indemnified Party against such Claims claim or demand; provided, however, . An election to assume the defense of such claim or demand shall not be deemed to be an admission that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial is liable to the Indemnified Party in respect of such claim or demand. In the event that it is ultimately determined that the Indemnifying PartyParty is not obligated to indemnify, defend or hold the Indemnified Party harmless from and against any third party claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including without limitation, attorney’s fees and court costs) incurred by the Indemnifying Party in its defense of the third party claim. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand and demand, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by all appropriate proceedings. If any Indemnified Party desires to participate in, which proceedings but not control, any such defense or settlement, it may do so at its sole cost and expense; provided however, that if, in the good faith determination of the Indemnifying Party’s counsel, representation by the Indemnifying Party’s counsel would not be permissible under the applicable standards of professional conduct, the Indemnified Party shall be promptly settled or prosecuted by him entitled to a final conclusionparticipate in the defense thereof with counsel of its own choice at the expense of the Indemnifying Party; it being understood that the Indemnifying Party shall control such defense. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after not settle a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, settle, compromise or delayed. (b) In offer to settle or compromise any such claim or demand on a basis which would result in the event any imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party should have a Claim against or any subsidiary or Affiliate thereof. If the Indemnifying Party hereunder which does elects not involve to defend the Indemnified Party against a Claim claim or demand being asserted against for which the Indemnifying Party has an indemnification obligation hereunder, whether by not giving the Indemnified Party timely notice as provided above or sought otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be collected from him by a the liability of the Indemnifying Party hereunder, subject to the limitations set forth in this Article VII. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third partyparty claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours and upon reasonable notice, the relevant business records and other documents, and shall give permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts in the defense of all such claims. Any notice of a Claim Notice claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty, or covenant with respect to such Claim which the claim is made, the facts giving rise to an alleged basis for the Indemnifying Party. Ifclaim, after receipt and the amount of a Claim Notice, the liability asserted against the Indemnifying Party does not notify by reason of the Indemnified Party within the Notice Period that he, she or it disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Noticeclaim. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such All claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any an Indemnified Party under this Article 5 Section 13.1 hereof shall be asserted and resolved as follows: (a) In the event that If any Claim claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is overtly asserted against or sought to be collected from such Indemnified Party by a third partyparty (a “Third Party Claim”), said such Indemnified Party shall, within ten shall promptly (10) business but in no event later than 10 days from after the date upon which Third Party Claim is so asserted or sought against the Indemnified Party has Knowledge of such Claim, Party) notify in writing the Indemnifying Party of such claim or demandThird Party Claim enclosing a copy of all papers served, if any, and specifying the nature of and specific basis for such claim or demand Third Party Claim and the amount or the estimated amount thereof to the extent then feasible (reasonably determinable, which estimate shall not be conclusive of the final amount of such Third Party Claim or demand) (the “Claim Notice”). The Indemnified Party’s Notwithstanding the foregoing, the failure to so notify the Indemnifying Party send or a delay in accordance with the provisions of this Agreement sending a Claim Notice as provided above shall not relieve the Indemnifying Party of liability hereunder unless from its obligation to indemnify the Indemnified Party with respect to any such Third Party Claim, except and only to the extent that the Indemnifying Party demonstrates that it has been actually materially prejudiced by such failure materially prejudices or delay. (b) In the event of any Third Party Claim, the Indemnifying Party’s ability , at its option, may assume (with legal counsel reasonably acceptable to defend against the claim Indemnified Party) at its sole cost and expense the defense of such Third Party Claim if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such Third Party Claim and may assert any defense of the Indemnified Party or demandthe Indemnifying Party; provided that the Indemnified Party has the right at its own expense to participate jointly with the Indemnifying Party in the defense of any such Third Party Claim. Counsel representing both the Indemnifying Party and the Indemnified Party must acknowledge in writing its obligation to act as counsel for all parties being represented and must acknowledge and respect separate attorney-client privileges with respect to each party represented. If the Indemnifying Party elects to undertake the defense of any Third Party Claim hereunder, (i) the Indemnifying Party and its counsel shall keep the Indemnified Party reasonably informed as to its conduct of such defense, and (ii) the Indemnified Party must cooperate with the Indemnifying Party in the defense or settlement of the Third Party Claim, including providing access to information, making documents available for inspection and copying, and making employees available for interviews, depositions and trial. The Indemnifying Party shall have 30 days from is not entitled to settle or consent to the giving entry of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, unless the settlement or judgment involves only the payment of money damages, contains a full and complete release of the Indemnified Party and does not impose an injunction or other equitable relief upon the Indemnified Party. (c) If the Indemnifying Party, by the 30th day after receipt of the Claim Notice (or, if earlier, by the “Notice Period”) tenth day preceding the day on which an answer or other pleading must be served in order to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability prevent judgment by default in favor of the Indemnifying Person asserting such Third Party to Claim), does not assume actively and in good faith the defense of any such Third Party Claim or action resulting therefrom, the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desiresmay, at the sole cost and expense Indemnifying Party’s expense, defend against such Third Party Claim or litigation, after giving notice of the same to the Indemnifying Party, to defend on such terms as the Indemnified Party against such Claims or demand; providedmay deem appropriate, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party is entitled to participate in (but not control) the defense of such action, with its counsel and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusionat its own expense. The Indemnified Party shall have the right to employ separate counsel in may not settle or compromise any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Third Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity it is sought hereunder and for which the Indemnifying Party has acknowledged liability for entitled to indemnification under this Article 5 may be settled hereunder, without the prior written consent of the Indemnifying Party, which consent shall may not be unreasonably withheld withheld, conditioned, or delayed. (bd) In The Indemnified Party shall make available to the event Indemnifying Party and its Representatives all Records and other materials required by the Indemnifying Party and in the possession or under the control of the Indemnified Party, for the use of the Indemnified Party and its Representatives in defending any such Third Party Clam, and shall in other respects give reasonable cooperation in such defense. (e) If any Indemnified Party should have a Claim claim against any Indemnifying Party hereunder under this Article XIII which does not involve a Claim or demand being asserted against or sought to be collected from him by a third partyThird Party Claim, the Indemnified Party shall give a Claim Notice with respect notify the Indemnifying Party of such claim, specifying the nature of and specific basis for such claim and the amount or the estimated amount of such claim (the “Indemnity Notice”). The failure by any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to such Claim Indemnified Party under this Article XIII, except and only to the extent that the Indemnifying PartyParty demonstrates that it has been actually materially prejudiced by such failure. If, after receipt of a Claim Notice, If the Indemnifying Party does not notify the Indemnified Party in writing within 30 days from delivery of the Indemnity Notice Period that he, she or it disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for disputes such Claim in claim, the amount set forth in of such claim specified by the Claim Notice. (c) The Indemnifying Indemnified Party shall be given conclusively deemed a liability of the opportunity Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such claim, the Indemnifying Party and the Indemnified Party shall for a period of 30 days proceed in good faith to defend negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute may, at the respective Claimoption of either party, be resolved by any method permitted by Law or in equity.

Method of Asserting Claims, Etc. The party or parties claiming indemnification is under this Article (whether one or more) are hereinafter collectively referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as to the “Indemnifying Party.” All Claims claims for indemnification by any Indemnified Party under this Article 5 shall 9 will be asserted as and resolved follows: (a) MAKO shall have the right to enforce all claims in connection with the use of the Licensed Patents in the MAKO Field and ISS shall have the right to enforce all claims in connection with the use of the Licensed Patents in the ISS Field. (b) In the event that any Claim claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third partyparty (a “Third Party Claim”), said such Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, will with reasonable promptness notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall will not be conclusive of the final amount of such Claim or demand) claim and demand (the “Claim Notice”)). The Indemnifying Party will not be obligated to indemnify such Indemnified Party’s Party with respect to any such claim or demand to the extent the failure of such Indemnified Party to so promptly notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure a claim or demand materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall will have 30 days from the giving personal delivery or mailing of the Claim Notice (the “Notice Period”) to notify the such Indemnified Party: Party (i) whether or not the Indemnifying Party it disputes the liability of the Indemnifying Party to the such Indemnified Party hereunder with respect to such Claim claim or demand, demand and (ii) whether or not the Indemnifying Party desires, it desires at the sole cost and expense of the Indemnifying Party, to defend the such Indemnified Party against such Claims claim or demand; provided, however, that any such Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem it deems necessary or appropriate to protect his its interests or those of the Indemnifying Party and not materially prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the such Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the such Indemnified Party against such claim or demand and demand, except as hereinafter provided, the Indemnifying Party shall will have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of If such Indemnified Party except desires to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writingparticipate in, the Indemnifying Party has failed after a reasonable period of time to assume but not control, any such defense or settlement it may do so at its sole cost and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”)expense. If requested by the Indemnifying Party and there is no Material ConflictParty, the such Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim claim or demand which the Indemnifying Party elects to contest orcontest, and, if appropriate and related to the Claim claim in question, in making any Counterclaim counterclaim against the person asserting the third party Claim claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which claim may be settled by the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of such Indemnified Party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, in connection with a Third Party Claim asserted against both such Indemnified Party and the Indemnifying Party, if (x) such Indemnified Party has available to it defenses which consent shall not are in addition to those available to the Indemnifying Party, (y) such Indemnified Party has available to it defenses which are inconsistent with the [***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. defenses available to the Indemnifying Party or (z) a conflict exists or may reasonably be unreasonably withheld or delayedexpected to exist in connection with the representation of both such Indemnified Party and the Indemnifying Party by the legal counsel chosen by the Indemnifying Party, such Indemnified Party will have the right to select its own legal counsel. If such Indemnified Party selects its own legal counsel pursuant to the immediately preceding sentence and the underlying Third Party Claim is otherwise subject to the scope of the indemnification obligations of the Indemnifying Party pursuant to this Article 9, the reasonable fees and expenses of such legal counsel will be included within the indemnification obligations of the Indemnifying Party; provided that under no circumstances will the Indemnifying Party be obligated to indemnify such Indemnified Party against the fees and expenses of more than one legal counsel selected by such Indemnified Party in connection with a single claim (notwithstanding the number persons against whom the Third Party Claim may be asserted). (bc) In the event any Indemnified Party should have a Claim claim against any Indemnifying Party hereunder which does not involve a Claim claim or demand being asserted against or sought to be collected from him it by a third party, the such Indemnified Party shall give will send a Claim Notice with respect to such Claim claim to the such Indemnifying Party. If, after receipt of a Claim Notice, the If such Indemnifying Party does not notify the such Indemnified Party within the Notice Period that he, she or it such Indemnifying Party disputes such Claimclaim, then the amount of such claim will be conclusively deemed a liability of such Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Noticehereunder. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such (a) All claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 hereunder shall be asserted and resolved as follows: (a) In the event that any Claim or demand for which set forth in this Section 8.3. An Indemnified Party shall give prompt notice to an Indemnifying Party would of the assertion of any claim or assessment (but in no event shall such notice be liable to an Indemnified Party hereunder is asserted against or sought to be collected from given later than 15 days after a senior officer of such Indemnified Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge actual knowledge of such Claimclaim or assessment), and shall notify the Indemnifying Party of such claim the commencement of any action, suit, audit or demand, specifying the nature proceeding by a third party in respect of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible which indemnity may be sought hereunder (which estimate shall not be conclusive of the final amount a "Third Party Claim") within 20 days of such Claim commencement. Any such notice shall specify in reasonable detail the claim, assessment, action, suit, audit or demand) (the “Claim Notice”)proceeding. The Indemnified Party’s failure to so notify Party will give the Indemnifying Party in accordance such information with the provisions of this Agreement shall not relieve respect thereto as the Indemnifying Party of liability hereunder unless such failure materially prejudices may reasonably request. Thereafter, the Indemnified Party shall promptly deliver to the Indemnifying Party after the Indemnified Party’s ability 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to defend against the claim or demandThird Party Claim. The Indemnifying Party shall have 30 days from the giving of the Claim Notice right, exercisable by written notice (the “Notice Period”"Notice") to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect at any time following receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume the defense of such Claim or demandThird Party Claim, and (ii) whether or not using counsel selected by the Indemnifying Party. Should the Indemnifying Party desiresso elect to assume the defense of a Third Party Claim, at the sole cost and expense Indemnifying Party will not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Regardless of whether the Indemnifying Party elects to assume the defense of any such Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party, to defend 's prior written consent. (b) The Indemnifying Party or the Indemnified Party, as the case may be, shall in any event have the right to participate, at its own expense, in the defense of any Third Party against Claim which the other is defending. (c) The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim and if such Claims Third Party Claim involves solely monetary damages, shall have the right to consent to the entry of judgment with respect to, or demand; providedotherwise settle such Third Party Claim, however, provided that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of as between the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand and except as hereinafter providedParty, the Indemnifying Party shall have the right be obligated to defend by all appropriate proceedingssatisfy and discharge such judgment or settlement. Otherwise, which proceedings shall such settlement only may be promptly settled or prosecuted by him to a final conclusion. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate made with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. (bd) In Whether or not the event any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim chooses to defend or demand being asserted against prosecute any Third Party Claim, all the parties hereto shall cooperate reasonably in the defense or sought prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to be collected from him the Indemnifying Party to, and reasonable retention by a third party, the Indemnified Party shall give a Claim Notice with respect of, records and information which are reasonably relevant to such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Third Party does not notify the Indemnified Party within the Notice Period that he, she or it disputes such Claim, then and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party shall be deemed to have admitted liability reimburse the Indemnified Party for such Claim all its reasonable out-of-pocket expenses in the amount set forth in the Claim Noticeconnection therewith. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows: (a) In the event that any Claim written claim or demand for which an Indemnifying Party would be liable to an any Indemnified Party hereunder is asserted against or sought to be collected from such any Indemnified Party by a third party, said such Indemnified Party shallshall promptly, within ten (10) business but in no event more than 30 days from the date upon which the following such Indemnified Party has Knowledge Party’s receipt of such Claimclaim or demand, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or claim and demand) (the “Claim Notice”). The Indemnified Party’s ; provided, that the failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless its obligations hereunder, except to the extent such failure materially prejudices shall have adversely prejudiced the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall have 30 45 days from the giving personal delivery or mailing of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) Party whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, it desires to defend the Indemnified Party against such Claims claim or demand; provided, however, . An election to assume the defense of such claim or demand shall not be deemed to be an admission that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party is liable to the Indemnified Party in respect of such claim or demand. All costs and not prejudicial to expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party, subject to the limitations set forth in this Article VIII. In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party harmless from and against any third party claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorney’s fees and court costs) incurred by the Indemnifying Party in its defense of the third party claim. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand and demand, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by all appropriate proceedings. If any Indemnified Party desires to participate in, which proceedings shall be promptly settled but not control, any such defense or prosecuted by him to a final conclusionsettlement, it may do so at its sole cost and expense. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after not settle a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, settle, compromise or delayed. offer to settle or compromise any such claim or demand unless the settlement (bi) In includes a full release of the event any Indemnified Party should have from all Liability related to the claim or demand, (ii) does not include a Claim against finding or admission of any violation of applicable Laws on the part of the Indemnified Party and (iii) does not restrict the future activity or conduct of the Indemnified Party or any subsidiary or Affiliate thereof. To the extent the Indemnifying Party hereunder which does not involve a Claim shall control or demand being asserted against participate in the defense or sought to be collected from him by a settlement of any third partyparty claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall give permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall fully cooperate in the defense of all such claims. Any notice of a Claim Notice claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty, or covenant with respect to such Claim which the claim is made, the facts giving rise to an alleged basis for the Indemnifying Party. Ifclaim, after receipt and the estimated amount of a Claim Notice, the liability asserted against the Indemnifying Party by reason of the claim. As a condition to the indemnity provided in Section 8.2(a)(v) and notwithstanding any provision of this Agreement to the contrary, Buyer agrees that: (i) Sellers shall have exclusive control over the conduct of legal proceedings relating to the National Air Cargo Crash; (ii) Buyer shall, and shall cause its Affiliates (including the Acquired Companies) to, cooperate fully with Sellers (including their counsel) with respect to these efforts, including by giving Sellers access during normal business hours to the personnel, business records and other information of the Acquired Companies, the Joint Ventures and the Business; (iii) Buyer and its Affiliates (including the Acquired Companies) shall not engage in communications with third parties, and shall not settle, any claims with respect to the National Air Cargo Crash without the prior written consent of Sellers; and (iv) Buyer shall cause its Affiliates (including the Acquired Companies) to comply with the provisions of this sentence; provided, however, notwithstanding any provision of this Agreement to the contrary, Sellers shall not, and shall cause their respective Affiliates to not, without the prior written consent of Buyer, which shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any claim, demand or legal proceedings relating to the National Air Cargo Crash unless the settlement (i) does not notify include a finding or admission of any violation of applicable Laws on the Indemnified Party within part of Buyer, its Affiliates (including the Notice Period that heAcquired Companies and the Joint Ventures) or the Business and (ii) does not restrict the future activity or conduct of Buyer, she its Affiliates (including the Acquired Companies and the Joint Ventures) or it disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim NoticeBusiness. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred (a) Subject to as the “Indemnified Party” and the party against whom such Section 7.5, all claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 hereunder shall be asserted and resolved as follows: (a) In the event that set forth in this Section 10.3. An Indemnified Party entitled to any Claim indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand for which made by, or an Indemnifying Party would be liable action, proceeding or investigation instituted by, any Person (whether or not a party to this Agreement) (an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party“Indemnity Claim”), said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, must notify the Indemnifying Party in writing, and in reasonable detail, of the Indemnity Claim as promptly as practicable after such Indemnified Party learns of the Indemnity Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder unless the Indemnifying Party shall have been actually prejudiced as a result of such claim or demandfailure. Such written notice (the “Claim Notice”) shall (i) describe such Indemnity Claim in as much detail as is reasonably practicable, specifying including a reference to sections of this Agreement which form the nature of and specific basis for such claim or demand claim, and (ii) to the extent possible, set forth the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or claim and demand) along with copies of all written evidence thereof. (the b) If an Indemnity Claim is made against an Indemnified Party by a third party (a “Claim NoticeThird Party Claim”) (except with respect to a Tax Proceeding, which shall be exclusively governed by Section 7.5). The , such Indemnified Party shall promptly, but in no event more than 30 days following such Indemnified Party’s failure receipt of such Third Party Claim, deliver a Claim Notice to so notify the Indemnifying Party in accordance with respect thereto; provided, however, that failure to provide such notice within the provisions of this Agreement time period required shall not relieve affect the Indemnified Party’s right to indemnification hereunder except to the extent the Indemnifying Party of liability hereunder unless such failure was materially prejudices the Indemnifying Party’s ability to defend against the claim or demandprejudiced thereby. The Indemnifying Party shall have 30 days from the giving personal delivery or mailing of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) Party whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, it desires to defend the Indemnified Party against such Claims or demand; providedThird Party Claim. Without the prior written consent of the Indemnified Party, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party shall not have the right to assume the defense of any Third Party Claim described in a Claim Notice that (i) seeks an injunction or other equitable relief as a primary remedy, (ii) is a criminal claim, or (iii) primarily relates to a claim or demand of, or a dispute with, a material customer of the Business. All costs and not prejudicial to expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend assume the Indemnified defense of a Third Party against such claim or demand and Claim, except as hereinafter herein provided, the Indemnifying Party shall have the right to defend do so by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified If the Indemnifying Party shall have has the right to employ separate counsel in any such action and participate in elects to assume the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified a Third Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writingClaim, the Indemnifying Party has failed after a reasonable period shall select counsel, contractors and consultants of time recognized standing and competence; shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim; and shall diligently pursue the resolution of such Third Party Claim. If the Indemnified Party desires to assume participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense, it being understood that the Indemnifying Party shall control such defense; provided, however, that the Indemnifying Party shall pay all reasonable fees, costs and expenses of one outside counsel in connection with such participation (i) if it requests the Indemnified Party to employ counsel participate or in such action there is, (ii) if in the reasonable written opinion of such separate counseloutside counsel to the Indemnified Party, a material conflict on any material issue or potential conflict exists between the position Indemnified Party and the Indemnifying Party that would make joint representation of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”)impermissible under applicable standards of professional conduct. If requested by the Indemnifying Party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall reasonably cooperate in the defense or prosecution thereof. Subject to attorney-client privilege, such cooperation shall include the retention and there is no Material Conflict(upon the Indemnifying Party’s reasonable request) the provision to the Indemnifying Party of records and information which are relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, however, that any out-of-pocket cost incurred by the Indemnified Party agrees to cooperate in connection with such copying or employee availability shall be at the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any personParty’s expense. No Claim for which indemnity is sought hereunder and for which If the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without assumed the consent defense of a Third Party Claim, the Indemnifying Party may only settle or compromise a Third Party Claim with the Indemnified Party, ’s prior written consent (which consent shall not be unreasonably withheld or delayed. (b) In ); provided, however, that the event any Indemnifying Party may settle or compromise such a Third Party Claim without the written consent of the Indemnified Party should have a Claim against any if such settlement or compromise (x) provides solely for the payment of money by the Indemnifying Party hereunder which and includes a complete and unconditional release of the Indemnified Party from all liability in respect of such Third Party Claim and (y) does not involve subject the Indemnified Party to any injunctive relief or other equitable remedy. If the Indemnifying Party does not defend the Indemnified Party against a Third Party Claim for which the Indemnifying Party has an indemnification obligation hereunder, whether by not giving the Indemnified Party timely notice as provided above or demand being asserted against otherwise, then the amount of any such Third Party Claim, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in this ARTICLE X, provided that whether or sought to be collected from him by not the Indemnifying Party shall have assumed the defense of a third partyThird Party Claim, the Indemnified Party shall give a Claim Notice with respect not settle or compromise any Third Party Claim, or consent to such Claim to the entry of any judgment, without the prior written consent of the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Notice. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows: (a) In the event that any Claim claim or demand for which an Indemnifying Party Seller would be liable to an Indemnified Purchaser Party hereunder is asserted against or sought to be collected from such an Indemnified Purchaser Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Purchaser Party has Knowledge of such Claim, shall promptly notify the Indemnifying Party Seller of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or claim and demand) (the “Claim Notice”"CLAIM NOTICE"). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party Seller shall have 30 days from the giving of the Claim Notice in accordance with Section 8.8 hereof (the “Notice Period”"NOTICE PERIOD") to notify the Indemnified Purchaser Party: , (iA) whether or not the Indemnifying Party it disputes the its liability of the Indemnifying Party to the Indemnified Purchaser Party hereunder with respect to such Claim claim or demand, demand and (iiB) notwithstanding any such dispute, whether or not the Indemnifying Party it desires, at the its sole cost and expense of (subject to the Indemnifying Partylimitation in Section 6.3(b) regarding an Agreed Upon Settlement), to defend the Indemnified Purchaser Party against such Claims claim or demand; provided. (a) If Seller disputes its liability with respect to such claim or demand or the amount thereof (whether or not Seller desires to defend the Indemnified Purchaser Party against such claim or demand as provided in paragraphs (b) and (c) below), howeversuch dispute shall be resolved in accordance with Section 6.5 hereof. Pending the resolution of any dispute by Seller of its liability with respect to any claim or demand, that such claim or demand shall not be settled (x) without the prior written consent of the Indemnified Purchaser Party, which consent shall not be unreasonably withheld and (y) by Purchaser or any Indemnified Party is hereby authorized Cardinal Affiliate without having first provided Seller with written notice of the terms of such settlement at least five days prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those effective date of the Indemnifying Party and not prejudicial to the Indemnifying Party. such settlement. (b) In the event that the Indemnifying Party Seller notifies the Indemnified Purchaser Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires they desire to defend the Indemnified Purchaser Party against such claim or demand and then, except as hereinafter provided, the Indemnifying Party Seller shall have the right to defend the Indemnified Purchaser Party by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him them to a final conclusionconclusion in such a manner as to avoid any liability to Indemnified Purchaser Party for such claim; provided, however, Seller shall not, without the prior written consent of the Indemnified Purchaser Party, consent to the entry of any judgment against the Indemnified Purchaser Party or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Purchaser Party of a release, in form and substance reasonably satisfactory to the Indemnified Purchaser Party, from all liability in respect of such claim or litigation. The If any Indemnified Purchaser Party desires to participate in any such defense or settlement, it may do so at its sole cost and expense provided that such participation shall be under the control of, and exclusively through, Seller. If, in the reasonable opinion of the Indemnified Purchaser Party, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse effect on the business, operations, assets, properties or prospects of the Indemnified Purchaser Party, including without limitation the administration of the tax returns and responsibilities under the tax laws of any Indemnified Purchaser Party, then the Indemnified Purchaser Party shall have the right to employ separate counsel in control the defense or settlement of any such action and claim or demand after giving notice to Seller of its intention to take control of the defense or settlement of such claim or demand. If the Indemnified Purchaser Party should elect to exercise such right, Seller shall have the right to participate in the defense thereof, but the fees and expenses or settlement of such counsel claim or demand at its sole cost and expense provided that such participation shall be at under the expense of control of, and exclusively through, such Indemnified Party except to the extent Purchaser Party; provided, that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may shall not be settled without the prior written consent of the Indemnifying PartySeller, which consent shall not be unreasonably withheld or delayed. (b) In withheld; provided further, that if the event third party making any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim such claim or demand being asserted against has agreed or sought stated its willingness in writing, to be collected from him by a third party, (x) settle such claim or demand in exchange solely for the payment of money in an agreed upon amount ("AGREED UPON SETTLEMENT") which Seller is willing to accept and agrees in writing to reimburse and indemnify Indemnified Purchaser Party for and (y) unconditionally release the Indemnified Party Purchaser Parties with respect to the applicable claim or demand, but the Indemnified Purchaser Parties do not accept such settlement, then in no event shall give a Claim Notice Seller be liable to reimburse or indemnify Indemnified Purchaser Parties with respect to such Claim to claim or demand in excess of the Indemnifying Party. If, after receipt amount of a Claim Notice, such Agreed Upon Settlement plus the Indemnifying Party does not notify amount of the Indemnified Party within Purchaser Parties' reasonable costs and out-of-pocket expenses incurred in connection with such claim or demand through the Notice Period that he, she or it disputes such Claim, then date the Indemnifying Party shall be deemed Indemnified Purchaser Parties refused to have admitted liability for such Claim in accept the amount set forth in the Claim NoticeAgreed Upon Settlement. (c) The Indemnifying (i) If Seller does not defend the Indemnified Purchaser Party against such claim or demand, whether by not giving the Indemnified Purchaser Party timely notice within the Notice Period as provided above or the Indemnified Purchaser Party has taken over control of such defense in accordance with the provisions of subparagraph (b) above, then the amount of any such claim or demand, or that portion thereof as to which such defense is unsuccessful, in each case shall be given conclusively deemed to be a liability of Seller hereunder, unless Seller shall have disputed its liability to the opportunity to defend the respective ClaimIndemnified Purchaser Party hereunder, as provided in paragraph (a) above, in which event such dispute shall be resolved as provided in Section 6.5 hereof.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such All claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any the Indemnified Party under this Article 5 shall Parties hereunder will be asserted and resolved as follows: set forth in this Section 9.5 except for claims pursuant to Article V hereof (a) as to which the provisions of Article V will be applicable). In the event that any Claim written claim or demand for which an Buyer or Seller, as the case may be (the “Indemnifying Party Party”), would be liable to an any Indemnified Party hereunder is asserted against or sought to be collected from such any Indemnified Party by a third party, said such Indemnified Party shallwill promptly, within but in no event more than ten (10) business days from the date upon which the following such Indemnified Party has Knowledge Party’s receipt of such Claimclaim or demand, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall will not be conclusive in any manner prejudice the right of the final amount of such Claim or demandIndemnified Party to indemnification to the fullest extent provided hereunder) (the “Third Party Claim Notice”) and in the event that an Indemnified Party asserts a claim for indemnity under this Article IX, not including a third party claim, the Indemnified Party will notify the Indemnifying Party promptly following its discovery of the facts or circumstances giving rise thereto (together, with a Third Party Claim Notice, a “Claim Notice”). The Indemnified Party’s ; provided, that the failure to so notify on the part of the Indemnified Party in the manner set forth herein will not foreclose any rights otherwise available to such Indemnified Party hereunder, except to the extent that the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless is prejudiced by such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demandnotify. The Indemnifying Party shall will have 30 thirty (30) days from the giving receipt of the Claim Notice (except that such a period will be decreased to a time ten (10) days before a scheduled appearance date in a litigated matter) (the “Notice Period”) to notify the Indemnified Party: (i) Party whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim claim or demand, . All costs and (ii) whether or not expenses incurred by the Indemnifying Party desiresin defending such claim or demand will be a liability of, at the sole cost and expense of will be paid by, the Indemnifying Party, to defend the Indemnified Party against such Claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those amount of such expenses will be a liability of the Indemnifying Party and not prejudicial hereunder, subject to the Indemnifying Partylimitations set forth in Section 9.1 hereof. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand (if it is a third party claim), and except as hereinafter provided, the Indemnifying Party shall will have the right to defend the Indemnified Party by all appropriate proceedingsproceedings and by counsel reasonably acceptable to the Indemnified Party. If any Indemnified Party desires to participate in, which proceedings shall be promptly settled but not control, any such defense or prosecuted by him to a final conclusionsettlement it may do so at its sole cost and expense. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after will not settle a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent shall may not be unreasonably withheld or delayed. . The Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand: (a) without obtaining an unconditional and full release in favor of the Indemnified Party with regard to such claim or demand, and (b) In on a basis which would result in the event any Indemnified Party should imposition of a Court Order which would restrict the future activity or conduct of, or which would otherwise be reasonably likely to have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third partymaterial adverse effect on, the Indemnified Party shall give a Claim Notice with respect or any subsidiary or Affiliate thereof. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion of any such claim or demand as to which such defense is unsuccessful (and all reasonable costs and expenses pertaining to such Claim defense) will be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 9.1 hereof. To the extent the Indemnifying Party controls or participates in the defense or settlement of any third party claim or demand, the Indemnified Party will give to the Indemnifying Party and its counsel reasonable access to all business records and other documents relevant to such defense or settlement, and will permit them to consult with the employees and counsel of the Indemnified Party. IfThe Indemnified Party will use its commercially reasonable efforts in the defense of all such claims, after receipt of a Claim Notice, and in connection therewith will be entitled to reimbursement by the Indemnifying Party does not notify of expenses directly related to efforts undertaken at the Indemnified Party within the Notice Period that he, she or it disputes such Claim, then specific request of the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim NoticeParty. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows: (a) In the event that any Claim written claim or demand for which an Indemnifying Party would be liable to an any Indemnified Party hereunder is asserted against or sought to be collected from such any Indemnified Party by a third party, said such Indemnified Party shallshall promptly, within ten but in no event more than twenty (1020) business days from the date upon which the following such Indemnified Party has Knowledge Party’s receipt of such Claimclaim or demand, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or claim and demand) (the “Claim Notice”). The Indemnified Party’s ; provided, that the failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless its obligations hereunder, except to the extent such failure shall have materially prejudices prejudiced the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall have 30 sixty (60) days from the giving personal delivery or mailing of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) Party whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, it desires to defend the Indemnified Party against such Claims claim or demand; provided, however, . An election to assume the defense of such claim or demand shall not be deemed to be an admission that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party is liable to the Indemnified Party in respect of such claim or demand. All costs and not prejudicial to expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party, subject to the limitations set forth in this Article VIII. In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party harmless from and against any third party claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorney’s fees and court costs) incurred by the Indemnifying Party in its defense of the third party claim. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand and demand, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by all appropriate proceedings. If any Indemnified Party desires to participate in, which proceedings shall be promptly settled but not control, any such defense or prosecuted by him to a final conclusionsettlement, it may do so at its sole cost and expense. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after not settle a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, settle, compromise or delayed. (b) In offer to settle or compromise any such claim or demand on a basis which would result in the event any imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party should have a Claim against or any subsidiary or Affiliate thereof. To the extent the Indemnifying Party hereunder which does not involve a Claim shall control or demand being asserted against participate in the defense or sought to be collected from him by a settlement of any third partyparty claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall give permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its best efforts in the defense of all such claims. Any notice of a Claim Notice claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty, or covenant with respect to such Claim which the claim is made, the facts giving rise to an alleged basis for the Indemnifying Party. Ifclaim, after receipt and the estimated amount of a Claim Notice, the liability asserted against the Indemnifying Party does not notify by reason of the Indemnified Party within the Notice Period that he, she or it disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Noticeclaim. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification In case any claim, demand or assessment is hereinafter referred to asserted or suit, action or proceeding (collectively a "Claim") commenced against a Misonix or Company Indemnified Party (collectively the "Indemnified Party") and it notifies the Company or Misonix, as the “Indemnified Party” and case may be (collectively the party against whom such claims are asserted hereunder is hereinafter referred to as "Indemnitor") of the “Indemnifying Party.” All Claims for commencement thereof, if the Indemnitor acknowledges its indemnification by any Indemnified Party under this Article 5 obligations therefor hereunder, then, the Indemnitor shall be asserted as follows: (a) In the event that any Claim or demand for which an Indemnifying Party would be liable entitled to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third partyparticipate therein, said Indemnified Party shalland, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate that it may wish, to assume the defense, conduct or settlement thereof, with counsel satisfactory to the Indemnified Party, whose consent to the selection of counsel shall not be conclusive of the final amount of such Claim or demand) (the “Claim Notice”)unreasonably withheld. The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall have 30 days After notice from the giving of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party Indemnitor to the Indemnified Party hereunder with respect of its election so to such Claim assume the defense, conduct or demandsettlement thereof, and (ii) whether or the Indemnitor shall not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, be liable to defend the Indemnified Party against such Claims for any legal or demandother expenses subsequently incurred by the Indemnified Party in connection with the defense, conduct or settlement thereof; provided, however, that any if the Indemnified Party is hereby authorized prior to and during the Notice Period to file has any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or separate defenses from those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies Indemnitor, the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend be represented by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusionits own counsel at the Indemnitor's expense. The Indemnified Party shall have the right in any event to employ separate counsel participate in any such action and participate in the defense thereof, but the fees and expenses of such with its own counsel shall be at the expense of such its own expense. The Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to will cooperate with the Indemnifying Party Indemnitor in connection with any such Claim and hismake personnel, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate books and related records relevant to the Claim in question, in making any Counterclaim against available to the person asserting Indemnitor at the third party Claim or demand, or any cross-complaint against any personIndemnitor's expense. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (b) In the event any Indemnified Party should have a Claim that the Indemnitor fails timely to defend, contest or otherwise protect against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third partysuch Claim, the Indemnified Party shall give have the right to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the entire cost thereof from the Indemnitor, including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a Claim Notice with respect to result of such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Noticecompromise or settlement thereof. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows: (a) In the event that any Claim claim or demand for which an Indemnifying Party the Sellers would be liable to an Indemnified Purchaser Party hereunder is asserted against or sought to be collected from such an Indemnified Purchaser Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Purchaser Party has Knowledge of such Claim, shall promptly notify the Indemnifying Party Sellers Representative of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or claim and demand) (the “"Claim Notice”"). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party Sellers Representative shall have 30 ten days from the giving personal delivery or mailing of the Claim Notice (the “"Notice Period”") to notify the Indemnified Purchaser Party: , (iA) whether or not the Indemnifying Party disputes the Sellers dispute their liability of the Indemnifying Party to the Indemnified Purchaser Party hereunder with respect to such Claim claim or demand, demand and (iiB) notwithstanding any such dispute, whether or not the Indemnifying Party desiresthey desire, at the their sole cost and expense of the Indemnifying Partyexpense, to defend the Indemnified Purchaser Party against such Claims claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. . (b) In the event that the Indemnifying Party Sellers Representative notifies the Indemnified Purchaser Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires the Sellers desire to defend the Indemnified Purchaser Party against such claim or demand and then, except as hereinafter provided, the Indemnifying Party Sellers shall have the right to defend the Indemnified Purchaser Party by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him them to a final conclusionconclusion in such a manner as to avoid any risk of Indemnified Purchaser Party becoming subject to liability for any other matter; provided, however, the Sellers shall not, without the prior written consent of the Indemnified Purchaser Party, consent to the entry of any judgment against the Indemnified Purchaser Party or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving of the claimant or plaintiff to the Indemnified Purchaser Party of a release, in form and substance satisfactory to the Indemnified Purchaser Party, as the case may be, from all liability in respect of such claim or litigation. The If any Indemnified Purchaser Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense; provided, however, if the named parties to the action or proceeding include both the Indemnified Purchaser Party and any Seller and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expenses of one separate counsel for the Indemnified Purchaser Party shall have be paid by the right Sellers. (i) If the Sellers elect not to employ separate counsel in defend the Indemnified Purchaser Party against such claim or demand, whether by not giving the Indemnified Purchaser Party timely notice as provided above or otherwise, then the amount of any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim claim or demand, or if the same be defended by the Sellers or by the Indemnified Purchaser Party (but no Indemnified Purchaser Party shall have any cross-complaint against obligation to defend any person. No Claim for such claim or demand), then that portion thereof as to which indemnity such defense is sought hereunder and for which the Indemnifying Party has acknowledged unsuccessful, in each case shall be conclusively deemed to be a liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedSellers hereunder. (bii) In the event any an Indemnified Purchaser Party should have a Claim claim against any Indemnifying Party of the Sellers hereunder which that does not involve a Claim claim or demand being asserted against or sought to be collected from him it by a third party, the Indemnified Purchaser Party shall give promptly send a Claim Notice with respect to such Claim claim to the Indemnifying PartySellers Representative. If, after receipt of a Claim Notice, If the Indemnifying Party does Sellers do not notify the Indemnified Purchaser Party within the Notice Period that he, she or it disputes such Claimclaim, then the Indemnifying Party amount of such claim shall be conclusively deemed to have admitted a liability for such Claim in of the amount set forth in the Claim NoticeSellers, respectively, hereunder. (c) The Indemnifying All claims for indemnification by an Indemnified Seller Party under this Agreement shall be given asserted and resolved under the opportunity to defend procedures set forth above substituting in the respective Claimappropriate place "Indemnified Seller Party" for "Indemnified Purchaser Party" and variations thereof and the "Purchaser" for "Sellers" or "Sellers Representative".

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows: (a) In the event that any Claim claim or demand for which an Indemnifying Party any of Sellers would be liable to an Indemnified Purchaser Party hereunder is asserted against or sought to be collected from such an Indemnified Party by a third partyPurchaser Party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Purchaser Party has Knowledge of such Claim, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the shall promptly deliver to Sellers a Claim Notice (including an estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or claim and demand) (the “Claim Notice”). The Indemnified Party’s failure From and after Closing Purchaser shall also provide Sellers notice of RMA and FCIC compliance requests under the SRA that relate to so notify any matter prior to the Indemnifying Party in accordance with the provisions Closing Date promptly after receipt of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demandrequests. The Indemnifying Party Sellers shall have 30 days from the giving of the Claim Notice (the “Notice Period”) Period in which to notify the Indemnified Party: (i) Purchaser Party whether or not the Indemnifying Party disputes the Sellers dispute their liability of the Indemnifying Party to the Indemnified Purchaser Party hereunder with respect to such Claim claim or demanddemand and, and (ii) notwithstanding any such dispute, whether or not the Indemnifying Party desiresSellers desire, at the their sole cost and expense of the Indemnifying Partyexpense, to defend the Indemnified Purchaser Party against such Claims claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. . (b) In the event that the Indemnifying Party notifies Sellers notify the Indemnified Purchaser Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires Sellers desire to defend the Indemnified Purchaser Party against such claim or demand and then, except as hereinafter provided, the Indemnifying Party Sellers shall have the right to defend the Indemnified Purchaser Party by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him them to a final conclusionconclusion in such a manner as to avoid any risk of Indemnified Purchaser Party becoming subject to liability for any other matter; provided, however, Sellers shall not, without the prior written consent of the Indemnified Purchaser Party, consent to the entry of any judgment against the Indemnified Purchaser Party or enter into any settlement or compromise which does not include complete, immediate, unconditional, general release by all claimants or plaintiffs of the Indemnified Purchaser Party, in form and substance satisfactory to the Indemnified Purchaser Party from all liability asserted or which could have been asserted in respect of such claim or litigation. The If any Indemnified Purchaser Party shall have the right desires to employ separate counsel in participate in, but not control, any such action defense or settlement, it may do so at its sole cost and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except expense. (i) If Sellers elect not to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, defend the Indemnified Purchaser Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim such claim or demand, whether by not giving the Indemnified Purchaser Party timely notice as provided above or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under otherwise, Purchaser shall defend such claim or demand as if this Article 5 may IX did not apply. If the Sellers shall not have assumed the defense of such claim or demand, the Sellers shall have no liability with respect to any compromise or settlement of such claims or demands effected without its written consent (unless such consent shall have been unreasonably withheld, in which case Sellers shall be settled liable to the same extent as if they had provided their written consent). The Sellers shall not admit any liability with respect to, or settle, compromise or discharge, such third party claim without the Indemnified Purchaser Party's prior written consent of the Indemnifying Party, (which consent shall not be unreasonably withheld withheld) unless (i) there is no finding or delayedadmission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnified Purchaser Party, or (ii) the sole relief provided is monetary damages that are paid in full by the Sellers. (bii) In the event any an Indemnified Purchaser Party should have a Claim claim against any Indemnifying Party Sellers hereunder which that does not involve a Claim claim or demand being asserted against or sought to be collected from him it by a third party, the Indemnified Purchaser Party shall give promptly send a Claim Notice with respect to such Claim claim to the Indemnifying PartySellers. If, after receipt of a Claim Notice, the Indemnifying Party does If Sellers do not notify the Indemnified Purchaser Party within the Notice Period that heSellers dispute such claim, she or it disputes the amount of such Claim, then the Indemnifying Party 72 claim shall be conclusively deemed to have admitted be a liability for such Claim in the amount set forth in the Claim Noticeof Sellers hereunder. (cd) The Indemnifying Party indemnities provided in this Agreement shall survive the Closing but shall terminate when the applicable representation or warranty terminates pursuant to Article VIII, except as to any item as to which the person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a Claim Notice (stating in reasonable detail the basis of such claim) to the Sellers. The indemnity provided in this Article IX shall be given the opportunity to defend sole and exclusive remedy of all Indemnified Purchaser Parties against the respective ClaimSellers at law or equity for any matter covered by Article IX. (e) All claims for indemnification by an Indemnified Seller Party under this Agreement shall be asserted and resolved under the procedures set forth above substituting in the appropriate place "Indemnified Seller Party" for "Indemnified Purchaser Party" and variations thereof and "Purchaser" for "Sellers."

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred (a) Subject to as the “Indemnified Party” and the party against whom such Section 8.7, all claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 party hereunder shall be asserted and resolved as follows: (a) set forth in this Section 8.3. In the event that any Claim written claim or demand for which an Indemnifying Party would be liable to an any Indemnified Party hereunder is asserted against or sought to be collected from such any Indemnified Party by a third party, said such Indemnified Party shallshall promptly, within ten but in no event more than fifteen (1015) business days from the date upon which the following such Indemnified Party has Knowledge Party’s receipt of such Claimclaim or demand, notify the Indemnifying Party of such claim or demanddemand in a written notice that describes such claim or demand in reasonable detail, specifying including the nature sections of and specific this Agreement which form the basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or claim and demand) along with copies of all written evidence thereof (the “Claim Notice”). The ; provided, however, that failure to provide such notice within the time period required shall not affect the Indemnified Party’s failure right to so notify indemnification hereunder except to the extent the Indemnifying Party was actually prejudiced thereby. (b) Unless a shorter period (which shall be set forth in accordance with the provisions of this Agreement Claim Notice and shall be not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability less than ten (10) Business Days) is reasonably required to defend against adequately address the claim or demand. The demand described in the Claim Notice, the Indemnifying Party shall have 30 thirty (30) days from the giving personal delivery or mailing of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) Party whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, it desires to defend the Indemnified Party against such Claims claim or demand. An election to assume the defense of such claim or demand shall not be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of such claim or demand; provided, however, provided that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party shall not have the right to assume the defense of any claim or demand described in a Claim Notice if (i) such claim or demand seeks an injunction or other equitable relief as a primary remedy, (ii) such claim or demand is a criminal claim, (iii) in the case of Stockholder as Indemnifying Party, all of the Losses resulting from such claim or demand suffered by Buyer Indemnified Parties would be absorbed by the Buyer Indemnified Parties because the Basket Amount has not been exhausted or (iv) in the case of Stockholder as Indemnifying Party, the amount asserted in respect of such claim or demand against the Buyer Indemnified Parties, together with all indemnified Losses realized and not prejudicial all other pending claims or demands against the Buyer Indemnified Parties are reasonably expected to result in Losses, in the aggregate, that exceed the Cap by an amount greater than fifty percent (50%) of such amount asserted and reasonably expected, if applicable. Subject to the limitations set forth in this Article VIII, all costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party harmless from and against any third party claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including without limitation, attorney’s fees and court costs) incurred by the Indemnifying Party in its defense of the third party claim. (c) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand and demand, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The If any Indemnified Party shall have the right desires to employ separate counsel in participate in, but not control, any such action defense or settlement, it may do so at its sole cost and participate in expense; provided that the defense thereof, but the fees Indemnifying Party shall pay all costs and expenses of such counsel shall be at participation (i) if it requests the expense of such Indemnified Party except to participate or (ii) in the reasonable written opinion of counsel to the extent that Indemnified Party, a conflict or potential conflict exists between the employment thereof has been specifically authorized by Indemnified Party and the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position that would make joint representation of the Indemnifying Party and the position of such Indemnified Party impermissible under applicable standards of professional conduct. (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the d) The Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim shall not settle a claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (b) In . The Indemnifying Party shall not, without the event prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed, settle, compromise or offer to settle or compromise any such claim or demand; provided that if the Indemnified Party should have fails to consent to a Claim against any settlement that imposes only monetary damages that do not require payment by the Indemnified Party by operation of the Basket Amount or the Cap then the Indemnifying Party’s liability with respect to such matter shall be limited to the amount of such rejected settlement. If the Indemnifying Party hereunder which does has the right to and elects not involve to defend the Indemnified Party against a Claim claim or demand being asserted against for which the Indemnifying Party has an indemnification obligation hereunder, whether by not giving the Indemnified Party timely notice as provided above or sought otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful shall be collected from him by a the liability of the Indemnifying Party hereunder, subject to the limitations set forth in this Article VIII. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third partyparty claim or demand, the Indemnified Party shall will give a Claim Notice with respect to such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party within the Notice Period that he, she or it disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Notice. (c) Party. The Indemnifying Party shall be given use its commercially reasonable efforts in the opportunity defense of all such claims. (e) Any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to defend which the respective Claimclaim is made, state in reasonable detail the basis for the claim and, if known, give an assessment of the amount of the liability asserted against the Indemnifying Party by reason of the claim.

Method of Asserting Claims, Etc. The To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party claiming indemnification is hereinafter referred of any liability that it may have to as the “any Indemnified Party” and , except to the party against whom extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 hereunder shall be asserted and resolved as follows: (a) set forth in this Section 12.3. In the event that any Claim written claim or demand for which an Indemnifying Party would be liable to an any Indemnified Party hereunder is asserted against or sought to be collected from such any Indemnified Party by a third party, said such Indemnified Party shallshall promptly, within ten (10) but in no event more than 15 business days from the date upon which the following such Indemnified Party has Knowledge Party's receipt of such Claimclaim or demand, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such Claim or claim and demand) (the “"Claim Notice”"). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall have 30 days from the giving of the Claim Notice (the “Notice Period”) to promptly notify the Indemnified Party: Party (ia) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim claim or demand, demand and (iib) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and except shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party promptly notifies the Indemnified Party that it accepts liability hereunder with respect thereto and elects to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by all appropriate proceedings, which proceedings with counsel reasonably satisfactory to the Indemnified Party and shall be promptly settled or prosecuted by him have the sole power to a final conclusiondirect and control such defense. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after not settle a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. unless (bi) In the event any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought shall have failed to be collected from him by a third party, promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall give a Claim Notice with respect to such Claim to have given the Indemnifying Party. If, after receipt Party written notice of a Claim Noticethe proposed settlement, the Indemnifying Party does shall not notify have given the Indemnified Party within written notice accepting liability hereunder with respect thereto and of its election to assume the Notice Period that hedefense of such claim or demand, she or it disputes such Claim, then in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be deemed entitled to have admitted liability for such Claim in object to the amount set forth in the Claim Notice. (c) terms thereof. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be given subject to full indemnity hereunder. If the opportunity Indemnifying Party elects not to defend the respective ClaimIndemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereof.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows: (a) In the event that any Claim claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such an Indemnified Party by a third party, said party (a "Third Party Claim") or an Indemnified Party shallseeks indemnification from an ------------------ Indemnifying Party in connection with any other type of claim for which indemnity may be sought hereunder (referred to herein as a "Non Third Party --------------- Claim") (Third Party Claim and Non Third Party Claim shall be referred to ----- collectively as a "Claim"), within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, shall use reasonable ----- efforts to notify the Indemnifying Party in writing of such claim or demandClaim, specifying the nature of and specific basis for such claim or demand Claim arising hereunder and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or demandClaim) (the “"Claim Notice”"). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. ------------ The Indemnifying Party shall have 30 twenty calendar days (or such earlier period of time as may be required for the filing of responsive pleadings to any legal action instituted with respect to the Claim or required due to contractual deadlines imposed upon the Indemnified Party by the contract in dispute but in any event, not less than 10 days) from the giving receipt of the Claim Notice (the “"Response Notice Period”") to notify the Indemnified ---------------------- Party: , (i) whether or not the Indemnifying Party it disputes the its liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) notwithstanding any such dispute, whether or not it will defend, at its sole cost and expense, the Indemnified Party against such Third Party Claim. No failure by an Indemnified Party to notify the Indemnifying Party of the existence or assertion of a claim for which indemnification may be sought shall constitute a defense to or waiver of such claim for indemnification except to the extent the Indemnifying Party may be able to prove that it has been materially prejudiced by such failure or delay. (b) If the Indemnifying Party disputes its liability with respect to such Claim or the amount thereof (whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand Third Party Claim as provided in paragraphs (c) and except as hereinafter provided(d) below), the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings such dispute shall be promptly settled or prosecuted by him to a final conclusionresolved in accordance with Section 8.5 hereof. The Indemnified Party shall have Pending the right to employ separate counsel in resolution of any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized dispute by the Indemnifying Party in writingof its liability with respect to any Third Party Claim, the Indemnifying such Third Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may shall not be settled without the prior written consent of the Indemnified Party and the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (bc) In the event that the Indemnifying Party notifies the Indemnified Party within the Response Notice Period that it will defend the Indemnified Party against a Third Party Claim, then the Indemnifying Party shall assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and the Indemnified Party shall cooperate in all reasonable respects in such defense, including without limitation in making any appropriate counterclaim against the person asserting the Third Party Claim or any appropriate cross-complaint against any person (unless such counterclaim or cross-complaint would be against any other entity with which the Indemnified Party has ongoing business relations and would have a significant likelihood in the good faith judgment of the Indemnified Party of damaging such business relationships); provided, however, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld, consent to the entry of any judgment against the Indemnified Party or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such Third Party Claim. If any Indemnified Party should desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. If, in the reasonable opinion of the Indemnified Party, any such Third Party Claim or the litigation or resolution of any such Third Party Claim involves an issue or matter which could reasonably be expected to have a material adverse effect on the Indemnified Party, then the Indemnified Party shall have the right to control the defense or settlement of any such Third Party Claim against any at its cost and expense, and such reasonable legal fees and expenses shall be included as part of the indemnification obligation of the Indemnifying Party hereunder which does hereunder. If the Indemnified Party should elect to exercise such right, the Indemnifying Party shall have the right to participate in, but not involve control, the defense or settlement of such Third Party Claim at its sole cost and expense. (d) If the Indemnifying Party elects not to defend the Indemnified Party against such Third Party Claim, whether by not giving the Indemnified Party timely notice within the Response Notice Period as provided above or otherwise, then the Indemnified Party shall, at the expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), have the right to defend, settle or compromise any such Third Party Claim with counsel of its own choosing. In the event the Indemnified Party proposes to settle a Claim or demand being asserted against or sought to be collected from him by a third partyThird Party Claim, the Indemnified Party shall give deliver to the Indemnifying Party written notice of the proposed settlement of the Third Party Claim, which the Indemnifying Party may reject in its reasonable judgment within thirty days of receipt of such notice. In the event the Indemnified Party settles such Third Party Claim over the objection of Indemnifying Party, dispute over such settlement shall be resolved as provided in Section 8.5 hereof. ----------- (e) In the event an Indemnified Party has a claim for indemnification against the Indemnifying Party hereunder with respect to a Non Third Party Claim, the Indemnified Party shall send a Claim Notice with respect to such Claim claim to the Indemnifying Party. If, after receipt of a Claim Notice, If the Indemnifying Party disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 8.5 hereof; if the Indemnifying Party ----------- accepts or agrees with such claim or does not notify the Indemnified Party within the Response Notice Period that he, she or it disputes such Claimclaim, then the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Noticehereunder. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 VI shall be asserted as follows: (a) In the event that any Claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or demand) (the “Claim Notice”). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall have 30 days from the giving of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it he does not dispute liability for indemnification under this Article 5 VI and that such person he desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel counsel, or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its his counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 VI may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (b) In the event any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third party, the Indemnified Party shall give a Claim Notice with respect to such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it he disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Notice. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as 6.4.1 Promptly after receipt by an Indemnified PRG Party or an Indemnified Seller Party (the “"Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows: (a") In the event that any Claim of notice of a claim or demand for which (an Indemnifying Party would be liable "Asserted Liability") that may result in indemnification pursuant to an Indemnified Party hereunder is asserted against Sections 6.1 or sought to be collected from such Indemnified Party by a third party6.2 of this Agreement, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claimshall give written notice thereof (the "Claims Notice") to the party or parties against whom indemnification is or may be claimed (individually an "Indemnifying Party", notify and collectively the "Indemnifying Parties"). The Claims Notice shall describe the Asserted Liability in reasonably sufficient detail, based on the information then available, to allow the Indemnifying Party of such claim or demand, specifying to evaluate the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive Asserted Liability. The failure of the final amount of such Claim or demand) (the “Claim Notice”). The Indemnified Party’s failure Party to so notify deliver a Claims Notice to the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices from its obligation to indemnify the Indemnified Party except to the extent the Indemnifying Party’s ability Party is materially prejudiced by the failure to defend against the claim or demandreceive such Claims Notice. The Indemnifying Party shall have 30 days from the giving of the Claim Notice (the “Notice Period”) may elect to notify compromise or defend, at its own expense and by its own counsel, reasonably acceptable to the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Claims or demandany Asserted Liability; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and may not prejudicial to compromise or settle any Asserted Liability without the Indemnifying Party. In the event that the Indemnifying Party notifies consent of the Indemnified Party within the Notice Period that he, she or it does not dispute liability Parties unless such compromise or settlement requires no more than a monetary payment for indemnification under this Article 5 and that such person desires to defend which the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled Indemnified Parties hereunder are fully indemnified or prosecuted by him to a final conclusion. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, involves other matters not binding upon the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which Indemnified Parties. If the Indemnifying Party elects to contest orcompromise or defend such Asserted Liability, it shall within thirty (30) calendar days of notice of the Asserted Liability provided to it under this Subsection (or sooner, if appropriate the nature of the Asserted Liability so requires) notify the Indemnified Party or Indemnified Parties in writing of its intent to do so, and related the Indemnified Party or Indemnified Parties shall cooperate, at the expense of the Indemnifying Party with respect to out-of-pocket expenses of the Claim in questionIndemnified Party or Indemnified Parties, in making any Counterclaim against the person asserting the third party Claim or demandcompromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnified Party or Indemnified Parties of its election as herein provided or contests its obligation to indemnify under this Section, the Indemnified Party or Indemnified Parties may pay, compromise or defend such Asserted Liability in respect of any cross-complaint against any person. No Claim for which indemnity is sought hereunder and Asserted Liability for which the Indemnifying Party has acknowledged liability for may have an indemnification obligation under this Article 5 may be settled without Agreement. Notwithstanding the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (b) In the event any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third partyforegoing, the Indemnified Party shall give a Claim Notice with respect to such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, or Indemnified Parties and the Indemnifying Party does not notify may participate, at its/their own expense, in the Indemnified Party within the Notice Period that he, she or it disputes defense of such Claim, then Asserted Liability in respect of any Asserted Liability for which the Indemnifying Party shall be deemed to may have admitted liability for such Claim an indemnification obligation under this Agreement. Notwithstanding anything in the amount set forth foregoing to the contrary, the party that would be responsible under the terms of this Agreement for paying the underlying claim in connection with any Asserted Liability (should that claim ultimately prevail) shall bear the Claim Noticecost of the defense of the claim (with the exception of the costs incurred by any party that voluntarily participates in such defense) regardless of which party actually provides the defense. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such All claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any an Indemnified Party under this Article 5 XV shall be asserted and resolved as follows: (a) In the event that (i) any Claim claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said party (such claim or demand being a "THIRD PARTY CLAIM") or (ii) any Indemnified Party shallhereunder should have a claim or demand against any Indemnifying Party hereunder which is not a Third Party Claim (such claim or demand being a "DIRECT CLAIM"), within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, shall with reasonable promptness notify the Indemnifying Party of such claim or demanddemand in writing, specifying the nature of and the specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible to determine (which estimate shall not be conclusive of the final amount of such Claim claim or demand) (the “Claim Notice”a "CLAIM NOTICE"). The Indemnified Party’s ; PROVIDED, HOWEVER, that any failure to so notify the Indemnifying Party give such notice will not result in accordance with the provisions a waiver of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall have 30 days from the giving any rights of the Claim Notice (Indemnified Party except to the “Notice Period”) to notify extent the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability rights of the Indemnifying Party are actually prejudiced. (b) In the event of a Third Party Claim, the Indemnifying Party may, and upon request of the Indemnified Party shall, retain counsel reasonably satisfactory to the Indemnified Party hereunder with respect to such Claim or demand, represent the Indemnified Party and (ii) whether or not any other Person the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against may designate in connection with such claim or demand and except as hereinafter provided, the Indemnifying Party shall have pay the right to defend by all appropriate proceedingsfees and disbursements of such counsel with regard thereto. In the event an Indemnifying Party shall retain such counsel, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The an Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereofretain its own counsel, but the fees and expenses disbursements of such counsel shall be at the expense of such Indemnified Party except unless (i) the Indemnifying Party and such Indemnified Party shall have mutually agreed to the extent that retention of such counsel or (ii) representation of such Indemnified Party by the employment thereof has been specifically authorized counsel retained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other Person represented by such counsel in writingsuch proceeding in which case, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. It is understood that the Indemnifying Party has failed after a reasonable period shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and disbursements of time to assume such defense and to employ counsel or more than one separate firm qualified in such action there is, in jurisdiction to act as counsel for the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnified Party. No Indemnifying Party and the position of such shall be liable to an Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her for any settlement of any action or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (b) . The Indemnifying Party shall have the right to direct the defense or settlement of any Third Party Claim, but shall not, without the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or consent to entry of any judgment which does not include as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party and its Affiliates from all Liability in respect of such claim. In the event the Indemnifying Party exercises the right to undertake any Indemnified Party should have a Claim such defense against any Indemnifying such Third Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third partyas provided above, the Indemnified Party shall give a Claim Notice cooperate, and shall use all reasonable efforts to cause its Affiliates to cooperate, with respect to the Indemnifying Party in such Claim defense and make available to the Indemnifying Party. If, after receipt of a Claim Notice, at the Indemnifying Party does not notify Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party within Party's possession or under the Notice Period that heIndemnified Party's control, she or it disputes such Claim, then and shall use all reasonable efforts to cause its Affiliates to make available to the Indemnifying Party shall be deemed to have admitted liability for such Claim Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the amount set forth possession or under the control of any of them relating thereto, in each case as is reasonably required by the Claim NoticeIndemnifying Party. (c) The In the event of a Direct Claim, if the Indemnifying Party notifies the Indemnified Party in writing within ninety days of receipt of a Claim Notice that it does not dispute such claim, the amount of such claim shall be given conclusively deemed a Liability of the opportunity Indemnifying Party hereunder and shall be promptly paid by the Indemnifying Party to defend the respective ClaimIndemnified Party. (d) In the event that there is an audit, court proceeding or other similar investigation or dispute with respect to any Tax matter relating to any shares, assets or business transferred to any JVC for the period prior to or up to and including the Closing Date, the Party hereto that transferred such shares, assets or business (Goodyear, SRI or their Affiliates as the case may be) shall have the right to represent the interests in, (at its expense) to employ counsel of its choice and to control the conduct of, such audit, court proceeding or similar investigation or dispute, including settlement or other disposition thereof; PROVIDED, that the Party hereto which transferred such shares, assets or business to the JVC shall pay any tax deficiency or other Liability adjudged and shall otherwise make the applicable JVC whole; and PROVIDED, FURTHER, that, if such audit, court proceeding or similar investigation or dispute may materially and adversely affect the tax position of the transferee JVC, then the transferee shall have the right to consult with such transferor and any settlement or other disposition thereof may only be with the prior written consent of such transferee JVC, which consent will not be unreasonably withheld.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such All claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any the Indemnified Party under this Article 5 hereunder shall be asserted and resolved as follows: (a) set forth in this Section 7.5. In the event that any Claim written claim or demand for which SBC or BellSouth, as the case may be (an "Indemnifying Party would Party"), may be liable to an any Indemnified Party hereunder is asserted against or sought to be collected from such any Indemnified Party by a third party, said such Indemnified Party shallshall promptly, within ten (10) business but in no event later than 15 days from the date upon which the following such Indemnified Party has Knowledge Party's receipt of such Claimclaim or demand, notify in writing the Indemnifying Party of such claim or demand, specifying demand (the nature "Claim Notice"). The Indemnifying Party shall be relieved of and specific basis for its obligations to indemnify the Indemnified Party with respect to such claim or demand if the Indemnified Party fails to timely deliver the Claim Notice and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or demand) (the “Claim Notice”). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure is materially prejudices the Indemnifying Party’s ability to defend against the claim or demandprejudiced thereby. The Indemnifying Party shall have 30 days from after the giving personal delivery or mailing of the Claim Notice Notice, whichever is later, (the “"Notice Period”") to notify the Indemnified Party: (i) Party whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, it desires to defend the Indemnified Party against such Claims claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to demand and shall during the Notice Period and thereafter be provided by the Indemnified Party with such information relating to file any motion, answer the claim or other pleading which he shall deem necessary or appropriate to protect his interests or those of demand as the Indemnifying Party shall request. All costs and not prejudicial to expenses incurred by the Indemnifying Party in defending such claim or demand shall be borne by the Indemnifying Party. In Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand and except as hereinafter provideddemand, the Indemnifying Party shall have the right sole power to direct and control such defense. If the Indemnifying Party so elects to assume the defense of such claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party, except as hereinafter provided. The Indemnifying Party shall be liable for the reasonable fees and expenses of the Indemnified Party in connection with the defense of a Claim if the Indemnified Party shall have been advised in writing by outside counsel that there are actual conflicts of interests between the Indemnified Party and the Indemnifying Party in connection with the defense of such Claim; provided, however, that the Indemnifying Party shall not be responsible for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties. If any Indemnified Party desires to participate in, but not control, any such defense it may do so at its sole cost and expense (except as provided in the preceding sentence), provided that in any action seeking an injunction or decree which would restrict the future activity or conduct of the Indemnified Party or any Subsidiary or Affiliate thereof, the Indemnified Party shall be entitled to participate in the defense of such action at the expense of the Indemnifying Party. The Indemnified Party shall not settle, compromise or discharge a claim or demand for which it is indemnified by the Indemnifying Party or admit to any liability with respect to such claim or demand without the prior written consent of the Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party or any Subsidiary or Affiliate thereof. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will provide the Indemnifying Party and its counsel access to all relevant business records and other documents, and shall use its reasonable best efforts to assist, and to cause the employees and counsel of the Indemnified Party to assist, in defense of such claim. If the Indemnifying Party elects not to defend by all appropriate proceedingsthe Indemnified Party, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The the Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (b) In the event any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third party, the Indemnified Party shall give a Claim Notice with respect to such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Notice. (c) The Indemnifying Party shall be given the opportunity obligation to defend the respective Claimclaim or demand by appropriate proceedings and shall have the sole power to direct and control such defense.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such (a) All claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 hereunder shall be asserted and resolved as follows: (a) In the event that set forth in this Section 9.3. An Indemnified Party entitled to any Claim indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand for which made by, or an Indemnifying Party would be liable action, proceeding or investigation instituted by, any Person (whether or not a party to this Agreement) (an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party“Indemnity Claim”), said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, must notify the Indemnifying Party in writing, and in reasonable detail, of the Indemnity Claim as promptly as practicable after such Indemnified Party learns of the Indemnity Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder unless (i) the Indemnifying Party shall have been actually prejudiced as a result of such claim failure; or demand(ii) such notice is provided after the Survival Period. Such written notice (the “Claim Notice”) shall to the extent reasonably possible, specifying the nature of and specific basis for such claim or demand and set forth the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or claim and demand) along with copies of all written evidence thereof. (the b) If an Indemnity Claim is made against an Indemnified Party by a third party (a “Claim NoticeThird Party Claim”). The , such Indemnified Party shall promptly, but in no event more than 30 days following such Indemnified Party’s failure receipt of such Third Party Claim, deliver a Claim Notice to so notify the Indemnifying Party in accordance with respect thereto; provided, however, that failure to provide such notice within the provisions of this Agreement time period required shall not relieve affect the Indemnified Party’s right to indemnification hereunder except (i) to the extent that the Indemnifying Party was actually prejudiced as a result of liability hereunder unless such failure materially prejudices failure; or (ii) such notice is provided after the Indemnifying Party’s ability to defend against the claim or demandSurvival Period. The Indemnifying Party shall have 30 days ten (10) Business Days from the giving date of personal delivery or mailing of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) Party in writing whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to it shall defend the Indemnified Party against such Claims or demandThird Party Claim; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of if the Indemnifying Party assumes such defense, such written notice shall include the assumption in full of all responsibility for any Losses arising from such Third Party Claim, subject to the limitations set forth in this ARTICLE IX. Notwithstanding the foregoing, without the prior written consent of the Indemnified Party, the Indemnifying Party shall not have the right to assume the defense of any Third Party Claim described in a Claim Notice that (i) seeks an injunction or other equitable relief as a primary remedy, (ii) relates to or arises in connection with any criminal or quasi-criminal allegation, proceeding, action, indictment or investigation, (iii) in the reasonable judgment of the Indemnified Party, is likely to result in aggregate liability that will exceed the then remaining amount of the Cap or (iv) primarily relates to a claim or demand of, or a dispute with, a material customer of the Company. All costs and not prejudicial to expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend assume the Indemnified defense of a Third Party against such claim or demand and Claim, except as hereinafter herein provided, the Indemnifying Party shall have the right to defend do so by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified If the Indemnifying Party shall have has the right to employ separate counsel in any such action and participate in elects to assume the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified a Third Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writingClaim, the Indemnifying Party has failed after a reasonable period shall select counsel, contractors and consultants of time recognized standing and competence; shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim; and shall diligently pursue the resolution of such Third Party Claim. If the Indemnified Party desires to assume participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense; provided, however, that the Indemnifying Party shall pay all reasonable fees, costs and expenses of one outside counsel (in addition to employ counsel local counsel) in connection with such participation (i) if it requests the Indemnified Party to participate or in such action there is, (ii) if in the reasonable opinion of such separate counseloutside counsel to the Indemnified Party, a material conflict on any material issue or potential conflict exists between the position Indemnified Party and the Indemnifying Party that would make joint representation of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”)impermissible under applicable standards of professional conduct. If requested by the Indemnifying Party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall reasonably cooperate in the defense or prosecution thereof. Subject to attorney-client privilege, such cooperation shall include the retention and there is no Material Conflict(upon the Indemnifying Party’s reasonable request) the provision to the Indemnifying Party of records and information which are relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, however, that any out-of-pocket cost incurred by the Indemnified Party agrees to cooperate in connection with such cooperation shall be at the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any personParty’s expense. No Claim for which indemnity is sought hereunder and for which If the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without assumed the consent defense of a Third Party Claim, the Indemnifying Party may only settle or compromise a Third Party Claim with the Indemnified Party, ’s prior written consent (which consent shall not be unreasonably withheld or delayed. (b) In ); provided, however, that the event any Indemnifying Party may settle or compromise such a Third Party Claim without the prior written consent of the Indemnified Party should have a Claim against any if such settlement or compromise (x) provides solely for the payment of money by the Indemnifying Party hereunder which and includes a complete and unconditional release of the Indemnified Party from all liability in respect of such Third Party Claim and (y) does not involve subject the Indemnified Party to any injunctive relief or other equitable remedy. If the Indemnifying Party does not defend the Indemnified Party against a Third Party Claim for which the Indemnifying Party has an indemnification obligation hereunder, whether by not giving the Indemnified Party timely notice as provided above or demand being asserted against otherwise, then the Indemnified Party shall have the right to defend and settle such Third Party Claim; provided that the amount of any such Third Party Claim, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful, shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in this ARTICLE IX, provided that whether or sought to be collected from him by not the Indemnifying Party shall have assumed the defense of a third partyThird Party Claim, the Indemnified Party shall give a Claim Notice with respect to such Claim not settle or compromise any Third Party Claim, or consent to the Indemnifying Party. Ifentry of any judgment, after receipt without the prior written consent of a Claim Notice, the Indemnifying Party does (which consent shall not notify the Indemnified Party within the Notice Period that he, she be unreasonably withheld or it disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Noticedelayed). (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows: (a) In the event that any Claim claim or demand for which an Indemnifying Party the Principal Shareholder would be liable to an a DRC Indemnified Party or DRC would be liable to a 16/6 Indemnified Party (hereinafter the DRC Indemnified Party and the 16/6 Indemnified Party are sometimes collectively referred to as "Indemnified Party") hereunder is asserted against or sought to be collected from such an Indemnified Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, shall promptly notify the indemnifying party under Section 8.1(a) or Section 8.1(b) above (hereinafter collectively referred to as the "Indemnifying Party Party") of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or demand) claim and demand (the “"Claim Notice”"). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand). The Indemnifying Party shall have 30 thirty (30) days from the giving personal delivery or mailing of the Claim Notice (the “"Notice Period”") to notify the Indemnified Party: (i) , whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desiresthey desire, at the its sole cost and expense of the Indemnifying Partyexpense, to defend the Indemnified Party against such Claims claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. . (b) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand and then, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him it to a final conclusionconclusion in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability for any other matter; provided, however, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, consent to the entry of any judgment against the Indemnified Party or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release, in form and substance satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation. The If any Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. If, in the reasonable opinion of the Indemnified Party, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse effect on the business, operations, assets, properties or prospects of the Indemnified Party, including without limitation the administration of the tax returns and responsibilities under the tax laws of any Indemnified Party, then the Indemnified Party shall have the right to employ separate counsel in control the defense or settlement of any such action claim or demand and participate in the defense thereof, but the fees its reasonable costs and expenses of such counsel shall be at included as part of the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position indemnification obligation of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflicthereunder; provided, however, that the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting shall not settle any Claim such claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld reasonably withheld. If the Indemnified Party should elect to exercise such right, the Indemnifying Party shall have the right to participate in, but not control, the defense or delayedsettlement of such claim or demand at its sole cost and expense. (bc) If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or if the same be defended by the Indemnifying Party or by the Indemnified Party (but the Indemnified Party shall not have any obligation to defend any such claim or demand), then that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a liability of the Indemnifying Party hereunder. (d) In the event any an Indemnified Party should have a Claim claim against any the Indemnifying Party hereunder which that does not involve a Claim claim or demand being asserted against or sought to be collected from him it by a third party, the Indemnified Party shall give promptly send a Claim Notice with respect to such Claim claim to the Indemnifying Party. If, after receipt of a Claim Notice, If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after its receives the Claim Notice Period that he, she or it disputes such Claimclaim, then the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Noticehereunder. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows: (a) In the event that any Claim claim or demand for which an Target Indemnifying Party Parties would be liable to an any Purchaser Indemnified Party Party(ies) hereunder is asserted against or sought to be collected from any such Purchaser Indemnified Party Parties by a third party, said the Purchaser Indemnified Party shall, within ten (10Party(ies) business days from the date upon which the Indemnified Party has Knowledge of such Claim, shall notify the Target Indemnifying Party Parties of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or claim and demand) (the “"Claim Notice”"). The Indemnified Party’s failure to so notify the Target Indemnifying Party in accordance with the provisions of this Agreement Parties shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall have 30 days from the giving of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desiresthereupon, at the their sole cost and expense expense, defend the Purchaser Indemnified Party(ies) against such claim or demand with counsel reasonably satisfactory to the Purchaser Indemnified Party(ies). (b) Target Indemnifying Parties shall not, without the prior written consent of the Indemnifying PartyPurchaser Indemnified Party(ies), consent to defend the entry of any judgment against the Purchaser Indemnified Party against Party(ies) or enter into any settlement or compromise which does not include, as an unconditional term thereof (i.e., there being no requirement that the Purchaser Indemnified Party(ies) pay any amount of money or give any other consideration), the giving by the claimant or plaintiff to the Purchaser Indemnified Party(ies) of a release, in form and substance satisfactory to the Purchaser Indemnified Party(ies) from all liability in respect of such Claims claim or demandlitigation. If the Purchaser Indemnified Party(ies) desire to participate in, but not control, any such defense or settlement, it may do so at its or their sole cost and expense. If, in the reasonable opinion of the Purchaser Indemnified Party(ies), any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a Material Adverse Effect on the business, operations, assets, properties or prospects of the Purchaser Indemnified Party(ies) or Purchaser's affiliates, then the Purchaser Indemnified Party(ies) shall have the right to control the defense or settlement of any such claim or demand and its costs and expenses shall be included as part of the indemnification obligation of Target hereunder; provided, however, that the Purchaser Indemnified Party(ies) shall not settle any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the prior written consent of the Target Indemnifying PartyParties, which consent shall not be unreasonably withheld or delayed. If the Purchaser Indemnified Party(ies) should elect to exercise such right, the Target Indemnifying Parties shall have the right to participate in, but not control, the defense or settlement of such claim or demand at their sole cost and expense. (bc) Notwithstanding anything hereinabove to the contrary, the Purchaser Indemnified Party(ies) shall have the right to employ separate counsel (including local counsel), and Target shall bear the reasonable fees, costs and expenses of one (1) such separate counsel (and local counsel) if (i) the use of counsel chosen by Target Indemnifying Parties to represent the Purchaser Indemnified Party(ies) would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Purchaser Indemnified Party(ies) and Target Indemnifying Parties, and Target on the one hand, and the Purchaser Indemnified Party(ies) on the other hand, shall have reasonably concluded that there may be legal defenses available to the Purchaser Indemnified Party(ies) which are different from or additional to those available to Target Indemnifying Parties, (iii) Target Indemnifying Parties shall not have employed counsel reasonably satisfactory to the Purchaser Indemnified Party(ies) to represent the Purchaser Indemnified Party(ies) within a reasonable time after notice of the institution of such Action or (iv) Target Indemnifying Parties shall authorize the Purchaser Indemnified Party(ies) to employ one (1) separate counsel at the expense of Target Indemnifying Parties. (d) In the event any the Purchaser Indemnified Party Party(ies) should have a Claim claim against any Target Indemnifying Party Parties hereunder which that does not involve a Claim claim or demand being asserted against or sought to be collected from him it by a third party, the Purchaser Indemnified Party Party(ies) shall give send a Claim Notice with respect to such Claim claim to the Target Indemnifying PartyParties. IfIf Target Indemnifying Parties dispute their liability with respect to such claim or demand, after receipt of a Claim Notice, the such dispute shall be resolved in accordance with Section 11.3 hereof; if Target Indemnifying Party does Parties do not notify the Purchaser Indemnified Party Party(ies), within twenty (20) days from receipt of notice of such a claim, that they dispute such claim or demand, the Notice Period that he, she amount of such claim or it disputes such Claim, then the Indemnifying Party demand shall be conclusively deemed to have admitted a liability for such Claim in the amount set forth in the Claim Noticeof Target Indemnifying Parties hereunder. (ce) The Indemnifying Party All claims for indemnification by any Target Indemnified Party(ies) under this Agreement shall be given asserted and resolved under the opportunity to defend procedures set forth hereinabove by substituting in the respective Claimappropriate place "Purchaser" or "Indemnifying Target Parties" and "Target Indemnified Party(ies)" for "Purchaser Indemnified Party(ies)."

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such All claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Buyer Indemnified Party under this Article 5 or any Seller Indemnified Party (each, an "Indemnified Party") shall be asserted and resolved as follows: (a) In the event that any Claim claim or demand for in respect of which an Indemnifying any Indemnified Party would be liable entitled to an Indemnified Party indemnification hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said such Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, shall with reasonable promptness notify the party from whom indemnification is sought ("Indemnifying Party Party") of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or demand) (the “"Claim Notice”"). The failure of any Indemnified Party to give timely notice hereunder shall not affect such Indemnified Party’s 's rights to indemnification hereunder, except to the extent such delay or failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s 's ability to defend against the such claim or demandmitigate any Losses resulting therefrom. The Indemnifying Party shall have 30 thirty (30) days from the giving personal delivery or mailing of the Claim Notice (the “"Notice Period”") to notify the Indemnified Party: Party (i) whether or not the Indemnifying Party it disputes the liability entitlement of the Indemnifying Party to the Indemnified Party to indemnification hereunder with respect to such Claim claim or demand, and (ii) whether or not it desires at no cost or expense to the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Indemnified Party, to defend the Indemnified Party against such Claims claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he it shall deem necessary or appropriate to protect his its interests or those of the Indemnifying Party and not materially prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him it to a final conclusion. The If the Indemnified Party shall have the right desires to employ separate counsel in participate in, but not control, any such action defense or settlement it may do so at its sole cost and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”)expense. If requested by the Indemnifying Party and there is no Material ConflictParty, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim claim or demand which the Indemnifying Party elects to contest contest, or, if appropriate and related to the Claim claim in question, in making any Counterclaim counterclaim against the person asserting the third party Claim or demand, or any cross-cross complaint against any person. No Claim for which indemnity is sought hereunder Such cooperation shall include the retention and for which the provision to the Indemnifying Party has acknowledged liability for indemnification under this Article 5 of records, documents and information that are considered relevant to any such claim or demand, and making employees available on a mutually convenient basis to provide additional information, explanation or testimony with respect thereto. No claim that admits fault or that requires the Indemnifying Party to make any payment may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (b) In the event any Indemnified Party should have a Claim against any Indemnifying Party an indemnification claim hereunder which does not involve a Claim claim or demand being asserted against or sought to be collected from him it by a third party, the Indemnified Party shall give send a Claim Notice with respect to such Claim claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within specifying the Notice Period that he, she or it disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability nature of and specific basis for such Claim in claim or demand and the amount set forth in or the Claim Noticeestimated amount thereof to the extent then feasible. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows: (a) The NextPhase Indemnifying Parties hereby appoint Stephen D. Young to act as the NextPhase Indemnifying Parties rep▇▇▇▇▇▇▇▇▇▇▇ (▇▇e "NextPhase Representative") with respect to the matters set forth in this Section 11.2.3. In the event that any Claim claim or demand for which an the NextPhase Indemnifying Party Parties would be liable to an any of the Company Indemnified Party Party(ies) hereunder is asserted against or sought to be collected from any such the Company Indemnified Party Parties by a third party, said the Company Indemnified Party shall, within ten (10Party(ies) business days from the date upon which the Indemnified Party has Knowledge of such Claim, shall notify the Indemnifying Party NextPhase Representative of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or claim and demand) (the “"Claim Notice”"). The Indemnified Party’s failure to so notify the NextPhase Indemnifying Party in accordance with the provisions of this Agreement Parties shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall have 30 days from the giving of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desiresthereupon, at the their sole cost and expense expense, jointly and severally, defend the Company Indemnified Party(ies) against such claim or demand with counsel reasonably satisfactory to the Company Indemnified Party(ies). (b) The NextPhase Indemnifying Parties shall not, without the prior written consent of the Company Indemnified Party(ies), consent to the entry of any judgment against the Company Indemnified Party(ies) or enter into any settlement or compromise which does not include, as an unconditional term thereof (i.e., there being no requirement that the Company Indemnified Party(ies) pay any amount of money or give any other consideration), the giving by the claimant or plaintiff to the Company Indemnified Party(ies) of a release, in form and substance satisfactory to the Company Indemnified Party(ies), from all liability in respect of such claim or litigation. If the Company Indemnified Party(ies) desire to participate in, but not control, any such defense or settlement, it or they may do so at its or their sole cost and expense. If, in the reasonable opinion of the Company Indemnified Party(ies), any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a Material Adverse Effect on the business, operations, assets, properties or prospects of the Company Indemnified Party(ies) or its affiliates, then the Company Indemnified Party(ies) shall have the right to control the defense or settlement of any such claim or demand and its costs and expenses shall be included as part of the indemnification obligation of the NextPhase Indemnifying Party, to defend the Indemnified Party against such Claims or demandParties hereunder; provided, however, that the Company Indemnified Party(ies) shall not settle any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the prior written consent of the Indemnifying PartyNextPhase Representative, which consent shall not be unreasonably withheld or delayed. If the Company Indemnified Party(ies) should elect to exercise such right, the NextPhase Indemnifying Parties shall have the right to participate in, but not control, the defense or settlement of such claim or demand at its sole cost and expense. (bc) Notwithstanding anything hereinabove to the contrary, the Company Indemnified Party(ies) shall have the right to employ separate counsel (including local counsel), and the NextPhase Indemnifying Parties shall bear the reasonable fees, costs and expenses of one (1) such separate counsel (and local counsel) if (i) the use of counsel chosen by the NextPhase Representative to represent the Company Indemnified Party(ies) would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Company Indemnified Party(ies) and any of the NextPhase Indemnifying Parties, and the NextPhase Representative on the one hand, and the Company Indemnified Party(ies) on the other hand, shall have reasonably concluded that there may be legal defenses available to the Company Indemnified Party(ies) which are different from or additional to those available to any of the NextPhase Indemnifying Parties, (iii) the NextPhase Representative shall not have employed counsel reasonably satisfactory to the Company Indemnified Party(ies) to represent the Company Indemnified Party(ies) within a reasonable time after notice of the institution of such Action or (iv) the NextPhase Representative shall authorize the Company Indemnified Party(ies) to employ one (1) separate counsel at the expense of the NextPhase Indemnifying Parties. (d) In the event any the Company Indemnified Party Party(ies) should have a Claim claim against any the NextPhase Indemnifying Party Parties hereunder which that does not involve a Claim claim or demand being asserted against or sought to be collected from him it by a third party, the Company Indemnified Party Party(ies) shall give send a Claim Notice with respect to such Claim claim to the NextPhase Representative. If the NextPhase Representative disputes the NextPhase Indemnifying Party. IfParties' liability with respect to such claim or demand, after receipt of a Claim Notice, such dispute shall be resolved in accordance with Section 11.3 hereof; if the Indemnifying Party NextPhase Representative does not notify the Company Indemnified Party Party(ies), within the Notice Period twenty (20) days from receipt of notice of such a claim, that he, she or it disputes such Claimclaim or demand, then the Indemnifying Party amount of such claim or demand shall be conclusively deemed to have admitted a liability for such Claim in of the amount set forth in the Claim NoticeNextPhase Indemnifying Parties hereunder. (ce) The Indemnifying Party All claims for indemnification by any NextPhase Indemnified Party(ies) under this Agreement shall be given asserted and resolved under the opportunity to defend procedures set forth hereinabove by substituting in the respective Claimappropriate place "Company Indemnifying Parties" for "NextPhase Indemnifying Parties", "Company Indemnifying Parties" for NextPhase Representative and "NextPhase Indemnified Party(ies)" for "Company Indemnified Party(ies)."

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows: (a) 8.6.1 In the event that any Claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought following Closing (i) the Purchaser shall have a claim to be collected from such Indemnified indemnified under this Article VIII by the Seller (hereinafter a “Direct Claim”), or (ii) the Purchaser becomes aware of any third party claim or potential claim against the Company or any of the Subsidiaries which may give rise to a Direct Claim (hereinafter a “Third Party by a third partyClaim”), said Indemnified Party the Purchaser shall, within as soon as practicable in view of the circumstances (but in the case of a Third Party Claim no later than thirty (30) calendar days, or ten (10) business calendar days from if the date upon which Third Party Claim relates to a Tax matter and requires a response within thirty (30) days or less, after the Indemnified Party Purchaser has Knowledge received written notice of such Third Party Claim, ) notify the Indemnifying Party Seller of such claim or demand, Claim specifying in reasonable detail the nature of and specific basis for such claim or demand and Claim and, if known, the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or demand) (hereinafter the “Claim Notice”). The Indemnified PartyFollowing the sending of the Claim Notice, the Purchaser shall make available to the Seller the supporting documentation or evidence in its possession or under its control on which the Claim is based including any and all documents and/or information in the Purchaser’s failure possession reasonably necessary to so notify analyse the Indemnifying Party factual grounds of the Claim. In the event of a Claim, the Purchaser shall use its reasonable endeavours to take all reasonably required action in accordance response to the events which have generated the Claim, in a manner which is consistent with the provisions corporate interest of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices Company or the Indemnifying Party’s ability to defend against relevant Subsidiary or Subsidiaries, as the claim or demand. case may be. 8.6.2 The Indemnifying Party Seller shall have 30 thirty (30) calendar days from the giving receipt of the relevant Claim Notice to notify the Purchaser whether or not it wishes to dispute its liability to the Purchaser hereunder with respect to such Claim (the “Notice Period”). Such thirty (30) day period shall be reduced in the event of a Third Party Claim involving proceedings which require a response within a shorter period of time to notify the Indemnified Party: period for that response less seven (i7) whether or not calendar days. Failure on the Indemnifying Party disputes the liability part of the Indemnifying Party Seller to make any notification to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not Purchaser before the Indemnifying Party desires, at the sole cost and expense end of the Indemnifying Party, to defend the Indemnified Party against such Claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period shall be deemed to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those be an acceptance of the Indemnifying Party and not prejudicial Claim notified by the Purchaser. If the parties agree (or are deemed to agree) on or prior to the Indemnifying Partyexpiration of the Notice Period upon the validity and amount of such Claim, the Seller shall pay to the Purchaser, within fifteen (15) calendar days following the date of such agreement, the full agreed amount of the indemnification due in respect of such Claim. If the Seller has notified the Purchaser before the end of the Notice Period of the fact that it disagrees with the Claim notified by the Purchaser, the parties shall use their best efforts during the next fifteen (15) Business Days in order amicably to resolve their dispute. If the parties are unable to reach an agreement on or prior to the expiration such fifteen (15) Business Day period, such dispute shall be resolved in accordance with court proceedings in accordance with Section 10.6 below. 8.6.3 In the event that the Indemnifying Party Seller notifies the Indemnified Party Purchaser within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend assume the Indemnified defence of the Company or the relevant Subsidiary against a particular Third Party against such claim or demand and Claim then, except as hereinafter provided, the Indemnifying Seller shall at its own expense have the right to assume the defence of such Third Party Claim by appropriate proceedings, and shall appoint its own counsel, reasonably acceptable to the Purchaser. These proceedings shall be promptly settled or taken to a final conclusion in accordance with the corporate interest of the undertaking concerned by such Third Party Claim and in such a manner as to avoid any risk of the Purchaser or the Company or a Subsidiary becoming liable for any other matter. In this respect, the Purchaser shall be entitled to participate and review the Seller’s draft defence. The Seller shall pay all fees and disbursements incurred in connection with such proceedings, including, without limitation, counsel’s fees. The Seller shall not, without the prior written consent of the Purchaser which shall not be unreasonably withheld or delayed (i) consent to the entry of any judgment against the Company or a Subsidiary, (ii) enter into any settlement or compromise or (iii) enter into any settlement or compromise or any claim or demand for monetary damages which does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to the Purchaser and/or the Company or the Subsidiary concerned of a release in form and substance satisfactory to the Purchaser. The Purchaser shall have the right to defend participate in the defence assumed by the Seller and to retain a counsel of its choice, at its own expense. If requested by the Seller, the Purchaser agrees to cooperate with the Seller and its counsel (at the cost of the Seller) in contesting any such Third Party Claim and to refrain from taking any action which could jeopardise or interfere with the defence of such claims. The Seller shall at all times keep the Purchaser fully informed of the progress of any Third Party Claim and its defence in the event the Purchaser does not elect to participate in the defence of such Third Party Claim. If the Seller notifies the Purchaser of its intention not to assume the defence of a Third Party Claim, or if it fails to reply on this point within the Notice Period, the Purchaser, the Company or the relevant Subsidiary shall conduct the defence at the expense of the Seller, by appropriate proceedings, and shall appoint their own counsel, reasonably acceptable to the Seller, which proceedings shall be promptly settled or prosecuted by him taken to a final conclusion. The Indemnified conclusion in accordance with the corporate interest of the undertaking concerned by such Third Party Claim. 8.6.4 Should the thirty (30) calendar day notification period of a Third Party Claim (ten (10) calendar days if the Third Party Claim relates to a Tax matter and requires a response within thirty (30) days or less) set out in Section 8.6.1 not be adhered to by the Purchaser, it shall have lose its rights to indemnification under this Article VIII relating to the right to employ separate counsel Third Party Claim in any such action and participate in the defense thereofquestion, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except only to the extent that the employment thereof Seller can demonstrate that the late notification has caused the Purchaser Losses to be indemnified to be greater than they would have been specifically authorized had the Purchaser given timely notice (it being agreed that in such case the Purchaser Losses shall only be reduced to the extent of any such excess) and provided also that Seller has also complied with the procedures set out in this Section 8.6 which are applicable to it. 8.6.5 All claims for indemnification of the Seller by the Indemnifying Party in writing, Purchaser under this Agreement shall be asserted and resolved under the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in procedures set forth above substituting as appropriate the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested Seller” by the Indemnifying Party “Purchaser” and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedvice versa. (b) In the event any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third party, the Indemnified Party shall give a Claim Notice with respect to such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Notice. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such All claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 hereunder shall be asserted and resolved as follows:set forth in this Section 7.3. (a) In the event that any Claim or demand for which an Indemnifying Party would be liable to an The Indemnified Party hereunder is asserted against or sought shall give prompt written notice (a "Claim Notice") to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, notify the Indemnifying Party of such any assertion of liability which might give rise to a claim or demandfor indemnification based on the provisions of Section 7.2 hereof, specifying which notice shall state the nature and basis of the assertion and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate amount shall not be conclusive of the final amount of amount), provided, however, that failure to give any such Claim or demand) (the “Claim Notice”). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement Notice shall not relieve the Indemnifying Party of from any liability hereunder unless such failure to the extent it is not materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party prejudiced as a result thereof and in any event shall have 30 days from the giving of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) whether or not relieve the Indemnifying Party disputes the from any liability which it may have otherwise than on account of this Agreement. (b) If any claim is made or any action, suit or proceeding is brought by a third party (a "Third Party Claim") against an Indemnified Party with respect to which the Indemnifying Party to may have liability under the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense provisions of the Indemnifying Party, to defend the Indemnified Party against such Claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand and except as hereinafter providedSection 7.2 hereof, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified such Third Party shall have the right to employ separate Claim with counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized approved by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent approval shall not be unreasonably withheld or delayedwithheld, provided that the Indemnifying Party gives written notice to the Indemnified Party within 30 days after its receipt of the related Claim Notice that such Third Party Claim is covered by the provisions of Section 7.2 hereof. (bc) In Notwithstanding the event any Indemnified Party should have a Claim against any provision of the previous subsection, until the Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third partyshall have so assumed the defense of any such Third Party Claim, the Indemnified Party shall give a Claim Notice with respect retain the right to such Claim handle the defense thereof. Furthermore, if (i) the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party. If, after receipt of a ; or (ii) the Third Party Claim Noticeinvolves other than money damages and seeks injunctive or other equitable relief, the Indemnifying Party does shall not notify be entitled to assume the defense of such Third Party Claim and the defense of the Third Party Claim shall be handled by the Indemnified Party. If under any such circumstances the defense of the Third Party within Claim is handled by the Notice Period that heIndemnified Party, she or it disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for pay all legal and other expenses reasonably incurred by the Indemnified Party in conducting such Claim defense in the amount set forth in the Claim Notice. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.accordance with

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such All claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party InterGames under this Article 5 shall V will be asserted and resolved as follows: (a) In the event that any Claim claim or demand for which an Indemnifying Party CyberMall would be liable to an Indemnified Party InterGames hereunder is asserted against or sought to be collected from such Indemnified Party InterGames by a third partyparty (a "Third Party Claim"), said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, InterGames will with reasonable promptness notify the Indemnifying Party CyberMall of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall will not be conclusive of the final amount of such Claim or demand) claim and demand (the “"Claim Notice”")). The Indemnified Party’s CyberMall will not be obligated to indemnify InterGames with respect to any such claim or demand to the extent the failure of InterGames to so promptly notify the Indemnifying Party in accordance with the provisions CyberMall of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure a claim or demand materially prejudices the Indemnifying Party’s CyberMall's ability to defend against the claim or demand. The Indemnifying Party shall CyberMall will have 30 days from the giving personal delivery or mailing of the Claim Notice (the “"Notice Period”") to notify the Indemnified Party: InterGames (i) whether or not the Indemnifying Party it disputes the liability of the Indemnifying Party CyberMall to the Indemnified Party InterGames hereunder with respect to such Claim claim or demand, and (ii) whether or not the Indemnifying Party desires, it desires at the sole cost and expense of the Indemnifying PartyCyberMall, to defend the Indemnified Party InterGames against such Claims claim or demand; providedPROVIDED, howeverHOWEVER, that any Indemnified Party InterGames is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem it deems necessary or appropriate to protect his its interests or those of the Indemnifying Party CyberMall and not materially prejudicial to the Indemnifying PartyCyberMall. In the event that the Indemnifying Party CyberMall notifies the Indemnified Party InterGames within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party InterGames against such claim or demand and demand, except as hereinafter provided, the Indemnifying Party shall CyberMall will have the right to defend by all appropriate proceedings. If InterGames desires to participate in, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified Party shall have the right to employ separate counsel in but not control, any such action defense or settlement it may do so at its sole cost and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”)expense. If requested by the Indemnifying Party and there is no Material ConflictCyberMall, the Indemnified Party InterGames agrees to cooperate with the Indemnifying Party CyberMall and his, her or its counsel in contesting any Claim claim or demand which the Indemnifying Party CyberMall elects to contest orcontest, and, if appropriate and related to the Claim claim in question, in making any Counterclaim counterclaim against the person asserting the third party Claim claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 claim may be settled by CyberMall without the consent of the Indemnifying PartyInterGames, which consent shall will not be unreasonably withheld withheld. Notwithstanding the foregoing, in connection with a Third Party Claim asserted against both InterGames and CyberMall, if (i) InterGames has available to it defenses which are in addition to those available to CyberMall, (ii) InterGames has available to it defenses which are inconsistent with the defenses available to CyberMall or delayed(iii) a conflict exists or may reasonably be expected to exist in connection with the representation of both InterGames and CyberMall by the legal counsel chosen by CyberMall, InterGames will have the right to select its own legal counsel subject to the approval of such legal counsel by CyberMall, such approval not to be unreasonably withheld. If InterGames selects its own legal counsel pursuant to the immediately preceding sentence and the underlying Third Party Claim is otherwise subject to the scope of the indemnification obligations of CyberMall pursuant to this Article V, the reasonable fees and expenses of such legal counsel will be included within the indemnification obligations of CyberMall; provided that under no circumstances will CyberMall be obligated to indemnify InterGames against the fees and expenses of more than one legal counsel selected by InterGames in connection with a single claim (notwithstanding the number persons against whom the Third Party Claim may be asserted). (b) In the event any Indemnified Party InterGames should have a Claim claim against any Indemnifying Party CyberMall hereunder which does not involve a Claim claim or demand being asserted against or sought to be collected from him it by a third party, the Indemnified Party shall give InterGames will send a Claim Notice with respect to such Claim claim to the Indemnifying PartyCyberMall. If, after receipt of a Claim Notice, the Indemnifying Party If CyberMall does not notify the Indemnified Party InterGames within the Notice Period that he, she or it CyberMall disputes such Claimclaim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Noticeof such claim will be conclusively deemed a liability of CyberMall hereunder. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter or parties making a claim under Section 6.10 is, for purposes of this Agreement, referred to as the “"Indemnified Party” " and the party or parties against whom such claims are asserted hereunder is hereinafter under such Section is, for the purposes of this Agreement, referred to as the “"Indemnifying Party.” " All Claims for indemnification claims by any an Indemnified Party under this Article 5 Agreement shall be asserted and resolved only as follows: (a) 6.17.1 In the event that (i) any Claim claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within ten party (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, notify the Indemnifying Party of such claim or demand, specifying a "Third Party Claim") or (ii) any Indemnified Party hereunder should have a claim or demand against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party (such claim or demand a "Direct Claim"), the nature Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible to determine (which estimate shall not be conclusive of the final amount of such Claim claim or demand) (the “a "Claim Notice”"). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall have 30 days from the giving of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Claims or demand; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party is hereby authorized prior except to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those extent the rights of the Indemnifying Party and not prejudicial to the Indemnifying Party. are actually prejudiced. 6.17.2 In the event that of a Third Party Claim, the Indemnifying Party notifies may, and upon request of the Indemnified Party within the Notice Period that heshall, she or it does not dispute liability for indemnification under this Article 5 and that such person desires retain counsel reasonably satisfactory to defend the Indemnified Party against to represent the Indemnified Party and any others the Indemnifying Party may designate in connection with such claim or demand and except as hereinafter provided, shall pay the fees and disbursements of such counsel with regard thereto. In the event an Indemnifying Party shall have the right to defend by all appropriate proceedingsretain such counsel, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The an Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereofretain its own counsel, but the fees and expenses disbursements of such the Indemnified Party's counsel shall be at the expense of such Indemnified Party except unless (i) the Indemnifying Party and such Indemnified Party shall have mutually agreed to the extent that retention of such counsel or (ii) representation of such Indemnified Party by the employment thereof has been specifically authorized counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in writing, such proceeding. It is understood that the Indemnifying Party has failed after a reasonable period shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and disbursements of time to assume such defense and to employ counsel or more than one separate firm qualified in such action there is, in jurisdiction to act as counsel for the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnified Party. No Indemnifying Party and the position of such shall be liable to an Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her for any settlement of any action or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or delayedcompromise any claim or consent to the entry of any judgment that (i) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim or (ii) includes a statement or an admission of fault, culpability or a failure to act, by or on behalf of the Indemnified Party. (b) 6.17.3 In the event any Indemnified Party should have of a Claim against any Direct Claim, if the Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third party, notifies the Indemnified Party shall give a Claim Notice with respect to such Claim to the Indemnifying Party. If, after within sixty (60) days of receipt of a Claim NoticeNotice that it does not dispute such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party does not notify hereunder and shall be paid to the Indemnified Party within the Notice Period that he, she or it disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Noticeimmediately. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The obligations and liabilities of any party claiming hereto against which indemnification is hereinafter referred sought hereunder with respect to as Losses resulting from the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred assertion of liability by third parties shall be subject to as the “Indemnifying Partythis Section 7.3.” All Claims for indemnification (a) Promptly after receipt by any Indemnified Party under this Article 5 shall of notice or Knowledge of any demand or claim or the commencement of any action, proceeding or investigation (an "Asserted Liability") that could reasonably be asserted as follows: (a) In the event that any Claim or demand for which an Indemnifying Party would be liable expected to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third partyresult in Losses, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge shall give notice thereof (a "Claims Notice") to the other party obligated to provide indemnification pursuant to Section 7.2(a) or Section 7.2(b) (the "Indemnifying Parties"). Each Claims Notice shall describe the nature and basis of such Claimthe Asserted Liability in reasonable detail, notify and shall indicate the amount (estimated, if necessary) of the Losses that have been or may be suffered by the Indemnified Party. The rights of any Indemnified Party to be indemnified hereunder shall not be adversely affected by its failure to give, or its failure to timely give, a Claims Notice with respect thereto unless, and if so, only to the extent that, the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible is prejudiced thereby. (which estimate shall not be conclusive of the final amount of such Claim or demandb) (the “Claim Notice”). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall have 30 days from the giving of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party right, exercisable by written notice to the Indemnified Party hereunder with respect within sixty (60) days of receipt of a Claims Notice from the Indemnified Party, to assume the exclusive defense, settlement, adjustment and compromise of such Claim or demandAsserted Liability, and (ii) whether or not using counsel selected by the Indemnifying Party desiresand reasonably acceptable to the Indemnified Party. Should the Indemnifying Party elect to assume the exclusive defense of the Asserted Liability, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses incurred by the Indemnified Party in connection with the defense thereof. Subject to the foregoing, if the Indemnifying Party elects to compromise or defend such Asserted Liability, the Indemnified Party shall cooperate, at the sole cost and expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability or fails to notify the Indemnified Party against such Claims or demand; of its election as herein provided, however, that any the Indemnified Party is hereby authorized prior to may pay, compromise or defend such Asserted Liability. The Indemnified Party and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party may participate, and not prejudicial to be represented by counsel, at their own expense, in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall make available to the Indemnifying Party. In Party any books, records or other documents within its control, and the event that reasonable assistance of its employees, for which the Indemnifying Party notifies shall be obliged to reimburse the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend reasonable out-of-pocket expenses of making them available. (c) If any Indemnifying Party has assumed the Indemnified Party against such claim or demand and except as hereinafter providedexclusive defense of an Asserted Liability in accordance with the terms hereof, the Indemnifying Party shall have the right to defend by all appropriate proceedingsconsent to the entry of judgment with respect to, which proceedings shall be promptly settled or prosecuted by him otherwise settle such Asserted Liability without the consent of the Indemnified Party if (i) the settlement involves solely monetary damages and (ii) the Indemnifying Party expressly agrees in writing to a final conclusionthe Indemnified Party that, as between the two, the Indemnifying Party is solely obligated to satisfy and discharge the claim. The Indemnified If the foregoing conditions are not satisfied, the Indemnifying Party shall have the right to employ separate counsel in any consent to the entry of judgment with respect to, or otherwise settle such action and participate in Asserted Liability only upon receipt of the defense thereofwritten consent of the Indemnified Party, but which consent shall not be unreasonably withheld. If the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writingdoes not give such consent, the Indemnifying Party has failed after a reasonable period of time to assume such shall resume the diligent defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position Asserted Liability. Regardless of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which whether the Indemnifying Party elects to contest orassume the exclusive defense of the Asserted Liability in accordance with the terms hereof, if appropriate and related the Indemnified Party shall not admit any liability with respect to, consent to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demandentry of judgment with respect to, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled otherwise settle such Asserted Liability without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedwithheld. (b) In the event any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third party, the Indemnified Party shall give a Claim Notice with respect to such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Notice. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as 6.3.1 Promptly after receipt by an Indemnified PRG Party or an Indemnified Seller Party (the “"Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows: (a") In the event that any Claim of notice of a claim or demand for which (an Indemnifying Party would be liable "Asserted Liability") that may result in indemnification pursuant to an Indemnified Party hereunder is asserted against Sections 6.1 or sought to be collected from such Indemnified Party by a third party6.2 of this Agreement, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claimshall give written notice thereof (the "Claims Notice") to the party or parties against whom indemnification is or may be claimed (individually an "Indemnifying Party", notify and collectively the "Indemnifying Parties"). The Claims Notice shall describe the Asserted Liability in reasonably sufficient detail, based on the information then available, to allow the Indemnifying Party of such claim or demand, specifying to evaluate the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or demand) (the “Claim Notice”). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demandAsserted Liability. The Indemnifying Party shall have 30 days from the giving of the Claim Notice (the “Notice Period”) may elect to notify compromise or defend, at its own expense and by its own counsel, reasonably acceptable to the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Claims or demandany Asserted Liability; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of (a) the Indemnifying Party and may not prejudicial to compromise or settle any Asserted Liability without the Indemnifying Party. In the event that the Indemnifying Party notifies consent of the Indemnified Party within the Notice Period that he, she or it does not dispute liability Parties unless such compromise or settlement requires no more than a monetary payment for indemnification under this Article 5 and that such person desires to defend which the Indemnified Party against such claim or demand and except as hereinafter provided, Indemnified Parties hereunder are fully indemnified or involves other matters not binding upon the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified Party shall have or Indemnified Parties, and (b) if the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to (or any of the extent that the employment thereof has been specifically authorized by the Indemnifying Indemnified Parties) is an Indemnified PRG Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there isand, in the reasonable opinion of such separate counselIndemnified PRG Party, the Asserted Liability involves an issue or matter which could have a material conflict materially adverse effect on any material issue between the position business, operations, assets, properties or prospects of the Indemnifying Party Indemnified PRG Party, including without limitation the administration of the tax returns and responsibilities under the position tax laws of such Indemnified PRG Party, then such Indemnified PRG Party (a “Material Conflict”)shall have the right to compromise or defend, by its own counsel, such Asserted Liability and the reasonable costs incurred by the Indemnified PRG Party with respect to such compromise and defense shall be included in the indemnification obligation of Seller and the Shareholders hereunder. If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest orcompromise or defend such Asserted Liability, it shall within thirty (30) calendar days of notice of the Asserted Liability provided under this Subsection (or sooner, if appropriate the nature of the Asserted Liability so requires) notify the Indemnified Party or Indemnified Parties in writing of its intent to do so, and related the Indemnified Party or Indemnified Parties shall cooperate, at the expense of the Indemnifying Party with respect to out-of-pocket expenses of the Claim in questionIndemnified Party or Indemnified Parties, in making any Counterclaim against the person asserting the third party Claim or demandcompromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnified Party or Indemnified Parties of its election as herein provided or contests its obligation to indemnify under this Section, the Indemnified Party or Indemnified Parties may pay, compromise or defend such Asserted Liability in respect of any cross-complaint against any person. No Claim for which indemnity is sought hereunder and Asserted Liability for which the Indemnifying Party has acknowledged liability for may have an indemnification obligation under this Article 5 may be settled without Agreement. Notwithstanding the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (b) In the event any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third partyforegoing, the Indemnified Party or Indemnified Parties and the Indemnifying Party may participate, at its/their own expense, in the defense of such Asserted Liability in respect of any Asserted Liability for which the Indemnifying Party may have an indemnification obligation under this Agreement. Notwithstanding anything in the foregoing to the contrary, the party that would be responsible under the terms of this Agreement for paying the underlying claim in connection with any Asserted Liability (should that claim ultimately prevail) shall give bear the cost of the defense of the claim (with the exception of the costs incurred by any party that voluntarily participates in such defense) regardless of which party actually provides the defense. 6.3.2 If a Claim Notice party hereunder should have a claim against another party hereunder not involving a third-party claim or demand, the party making the claim (the "Claiming Party") shall promptly notify the other party of the claim. Within ten (10) days following receipt of the notice, the party against which the claim is made (the "Challenged Party") shall notify the Claiming Party whether it disputes liability with respect to such Claim the claim. If the Challenged Party fails to the Indemnifying Party. If, after receipt of a Claim Noticeprovide timely notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it disputes amount of such Claim, then the Indemnifying Party claim shall be conclusively deemed to have admitted a liability for such Claim in of the amount set forth in the Claim NoticeChallenged Party hereunder. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred (a) Except as provided in Article V with respect to matters related to Taxes and as the “Indemnified Party” and the party against whom such set forth in paragraph (b) below, all claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any the Indemnified Party under this Article 5 hereunder with respect to third-party claims shall be asserted and resolved as follows: (a) set forth in this Section 9.5(a). In the event that any Claim written claim or demand for which Seller or Buyer, as the case may be (in such capacity, an "Indemnifying Party would Party"), may be liable to an any Indemnified Party hereunder is asserted against or sought to be collected from such any Indemnified Party by a third party, said such Indemnified Party shallshall promptly, within ten (10) business but in no event later than 15 days from the date upon which the following such Indemnified Party has Knowledge of such Claim, notify the Indemnifying Party Party's receipt of such claim or demand, specifying notify in writing the nature Indemnifying Party of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim claim or demand) (the “"Claim Notice”"). The Indemnifying Party shall (i) have no liability with respect to any expenses incurred by the Indemnified Party’s failure Party with respect to so notify the relevant third-party claims prior to the time the Claim Notice is delivered to the Indemnifying Party in accordance and such expenses shall be deemed not to be Losses of the Indemnified Party and (ii) be relieved of its obligations to indemnify the Indemnified Party with respect to such claim or demand if the provisions of this Agreement shall not relieve Indemnified Party fails to timely deliver the Claim Notice, but only to the extent the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demandis prejudiced thereby. The Indemnifying Party shall have 30 days from the giving personal delivery or mailing of the Claim Notice Notice, whichever is later, (the “"Notice Period”") to notify the Indemnified Party: (i) Party whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, it desires to defend the Indemnified Party against such Claims claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to demand and shall during the Notice Period and thereafter be provided by the Indemnified Party with such information relating to file any motion, answer the claim or other pleading which he shall deem necessary or appropriate to protect his interests or those of demand as the Indemnifying Party shall request. All costs and not prejudicial to expenses incurred by the Indemnifying Party in defending such claim or demand shall be borne by the Indemnifying Party. In Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the sole power to direct and control such defense. If the Indemnifying Party so elects to assume the defense of such claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party. If any Indemnified Party desires to participate in, but not control, any such defense, it may do so at its sole cost and expense, provided, that in any action seeking an injunction or decree which would restrict the future activity or conduct of the Indemnified Party or any Subsidiary or Affiliate thereof, the Indemnified Party shall be entitled to participate in the defense of such action at the expense of the Indemnifying Party. The Indemnified Party shall not settle, compromise or discharge a claim or demand for which it is indemnified by the Indemnifying Party or admit to any liability with respect to such claim or demand without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld). The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld), settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party or any Subsidiary or Affiliate thereof. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will provide the Indemnifying Party and except as hereinafter providedits counsel access to all relevant business records and other documents, and shall use its reasonable best efforts to assist, and to cause the employees and counsel of the Indemnified Party to assist, in defense of such claim. If the Indemnifying Party elects not to defend the Indemnified Party, the Indemnified Party shall have the right to defend the claim or demand by appropriate proceedings and shall have the sole power to direct and control such defense. In any event, the Indemnifying Party shall have the right to defend participate in the defense or settlement of any third party claim or demand for which the Indemnifying Party may be liable hereunder at its own expense. (b) All claims for indemnification by all appropriate proceedingsSeller or Buyer with respect to litigation for which the party seeking indemnification is indemnified solely pursuant to one or more of Sections 6.11(b), which proceedings 9.3(a)(ii) or 9.3(b), and the defense of the relevant litigation, shall be promptly settled handled as contemplated in this Section 9.5(b). Upon receipt of a summons and complaint or prosecuted by him to other notice (which is also filed with a final conclusion. The Indemnified Party shall have the right to employ separate counsel in Court) of any such action litigation from which it may be reasonably inferred that the other party may be entitled to or required to be provided indemnification hereunder, the receiving party shall promptly notify the other. (i) If and for so long as the particular litigation is of the type described in Section 9.3(a)(ii) or 9.3(b) (without reference to the three year limitation set forth therein) or of a type described under Section 6.11(b) in which the parties otherwise each have financial exposure not fully covered by indemnification from the other party (without regard to caps and deductibles), Buyer and Seller shall each retain their own counsel and participate in the defense thereof, but the fees thereof and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, cooperate with one another in the reasonable opinion of course thereof. In any such separate counsellitigation, neither party shall enter into a material conflict on any material issue between settlement adversely affecting the position liability of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled other without the consent of the Indemnifying Partyother, which consent shall not be unreasonably withheld or delayed. (bii) In If and for so long as the event any Indemnified Party should have particular litigation is one in which only one party has a Claim against any Indemnifying Party hereunder which does financial exposure not involve a Claim or demand being asserted against or sought to be collected covered by indemnification from him by a third the other party, the Indemnified Party shall give a Claim Notice with respect to such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it disputes such Claim, then the Indemnifying Party party having such exposure shall defend and control the defense of such litigation. With respect to the particular cases set forth on Schedule 3.8 that relate exclusively to the Business (that are not also set forth on Schedule 9(a)(ii)) (the "Schedule 3.8 Cases"), on the Closing Date Buyer agrees to assume, and Seller agrees to transfer to Buyer, the defense thereof in accordance with this clause (ii), and Buyer shall control such cases, provided, that, Buyer agrees to continue to utilize the same outside counsel as are presently responsible for such cases unless it reasonably determines such continuing representation is inadvisable. Buyer agrees that any counsel selected to defend the Schedule 3.8 cases controlled by Buyer shall be deemed reasonably acceptable to have admitted liability for such Claim in Seller. (iii) In all cases the amount set forth in the Claim Noticeparties shall cooperate with each other by providing access to relevant employees and business records and otherwise as contemplated by Section 9.5(a). (c) The Indemnifying Party In determining the amount of Losses sustained or incurred by Buyer for purposes of the indemnification under Section 9.3(a)(ii) or 9.3(b), Promotional Items constituting a portion of a Loss shall be given deemed to be a Loss only to the opportunity extent of the actual cost to defend Buyer or its Affiliates of providing any such Promotional Item and such Losses shall be offset by any actual profits realized in providing such Promotional Items. For such purposes, the respective Claimactual cost shall be deemed to be the actual cost of providing the good or service constituting the Promotional Item on a fully allocated basis to the Companies and their Subsidiaries and shall not be deemed to include any lost profit or markup which might be obtained if such service or product was sold to a customer of the Companies or their Subsidiaries. For purposes of this Section 9.5(c), "Promotional Items" shall be deemed to include all non-monetary items provided in settlement of any claim or as the result of an adjudication of any litigation and shall be deemed to include services such as certificates for free minutes of use, discounts on minutes of use, discounts on handsets, discounts on other products sold by Buyer or its Affiliates and other products, goods, services or rights to obtain any products, goods or services.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows: (a) In the event that any Claim claim or demand for which an Indemnifying Party Seller would be liable to an any Indemnified Purchaser Party hereunder is asserted against or sought to be collected from such Indemnified Purchaser Party by a third party, said such Indemnified Purchaser Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, shall notify the Indemnifying Party Seller of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or claim and demand) (the “"Claim Notice”"). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall have 30 days from the giving of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desiresSeller may thereafter, at the its sole cost and expense of the Indemnifying Partyexpense, to defend the such Indemnified Party against such Claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Purchaser Party against such claim or demand and except as hereinafter provided, with counsel reasonably satisfactory to such Indemnified Purchaser Party. (b) In the Indemnifying Party shall have the right event that Seller elects to defend by all appropriate proceedingssuch Indemnified Purchaser Party, which proceedings Seller shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified Party shall have not, without the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense prior written consent of such Indemnified Party except Purchaser Party, consent to the extent entry of any judgment against such Indemnified Purchaser Party or enter into any settlement or compromise which does not include, as an unconditional term thereof (i.e., there being no requirement that such Indemnified Purchaser Party pay any amount of money or give any other consideration), the employment thereof has been specifically authorized giving by the Indemnifying claimant or plaintiff to such Indemnified Purchaser Party of a release, in writingform and substance satisfactory to such Indemnified Purchaser Party, the Indemnifying from all liability in respect of such claim or litigation. If such Indemnified Purchaser Party has failed after a reasonable period of time desires to assume participate in, but not control, any such defense or settlement, it may do so at its sole cost and to employ counsel or in such action there isexpense. If, in the reasonable opinion of such separate counselIndemnified Purchaser Party, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a material conflict materially adverse effect on any material issue between the position of the Indemnifying Party and the position business, operations, assets, properties or prospects of such Indemnified Purchaser Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting affiliates, or if Seller does not elect to defend such Indemnified Purchaser Party, then such Indemnified Purchaser Party shall have the right to control the defense or settlement of any Claim such claim or demand which and its costs and expenses shall be included as part of the Indemnifying indemnification obligation of Seller hereunder; provided, however, that such Indemnified Purchaser Party elects to contest or, if appropriate and related to the Claim in question, in making shall not settle any Counterclaim against the person asserting the third party Claim such claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled demand without the prior written consent of the Indemnifying PartySeller, which consent shall not be unreasonably withheld or delayed. If such Indemnified Purchaser Party defends such claim or demand, Seller shall have the right to participate in, but not control, the defense or settlement of such claim or demand at its and/or his sole cost and expense. (bc) In the event any Indemnified Purchaser Party should have a Claim claim against any Indemnifying Party Seller hereunder which that does not involve a Claim claim or demand being asserted against or sought to be collected from him it by a third party, the such Indemnified Purchaser Party shall give send a Claim Notice with respect to such Claim claim to the Indemnifying PartySeller. If, after receipt of a Claim Notice, the Indemnifying Party If Seller does not notify the such Indemnified Party Purchaser Party, within the Notice Period ten (10) days from receipt of notice of a claim, that he, she or it disputes such Claimclaim, then the Indemnifying Party amount of such claim shall be conclusively deemed to have admitted a liability for such Claim in the amount set forth in the Claim Noticeof Seller. (cd) The Indemnifying All claims for indemnification by the Indemnified Seller Party or any Additional Indemnified Seller Party under this Agreement shall be given asserted and resolved under the opportunity to defend procedures set forth hereinabove by substituting in the respective Claimappropriate place "Indemnified Seller Party" or "Additional Indemnified Seller Party", as the case may be, for "Indemnified Purchaser Party" and variations thereof and "Purchaser and/or MyTurn" for "Seller" and variations thereof.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such All claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 Section 8 shall be asserted and resolved as follows: (a) In the event that any Claim claim or demand for which an Indemnifying Party the Shareholder would be liable to an Indemnified Party the Buyer hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, Buyer shall promptly notify the Indemnifying Party Shareholder of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim claim or demand) (the “"Claim Notice”"). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party Shareholder shall have 30 twenty days from the giving its receipt of the Claim Notice (the “"Notice Period”") to notify the Indemnified Party: Buyer (i1) whether or not the Indemnifying Party Shareholder disputes the his liability of the Indemnifying Party to the Indemnified Party Buyer hereunder with respect to such Claim claim or demand, and (ii2) if he does not dispute such liability, whether or not the Indemnifying Party he desires, at the his sole cost and expense of the Indemnifying Partyexpense, to defend the Indemnified Party Buyer against such Claims claim or demand; provided, however, that any Indemnified Party the Buyer is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he it shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Partyits interests. In the event that the Indemnifying Party Shareholder notifies the Indemnified Party Buyer within the Notice Period that he, she or it he does not dispute such liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand and demand, then except as hereinafter provided, the Indemnifying Party Shareholder shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly timely settled or prosecuted by him to a final conclusionconclusion in such a manner as to reasonably avoid any risk of the Buyer becoming subject to liability for any other matter. The Indemnified Party shall have If the right Buyer desires to employ separate counsel in participate in, but not control, any such action defense or settlement it may do so at its sole cost and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there isexpense. If, in the reasonable opinion of the Buyer, any such separate counselclaim or demand involves an issue or matter which could have a materially adverse effect on the business, a material conflict on any material issue between the position operations, assets, properties or prospects of the Indemnifying Party Business or any division of the Buyer or an affiliate of the Buyer, the Buyer shall have the right to control the defense or settlement of any such claim or demand, and its reasonable costs and expenses thereof shall be included as part of the position potential indemnification obligations of such Indemnified Party (a “Material Conflict”)the Shareholder hereunder. If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees Shareholder disputes his liability with respect to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim such claim or demand which or elects not to defend against such claim or demand, whether by not giving timely notice as provided above or otherwise, then the Indemnifying Party elects to contest amount of any such claim or demand, or, if appropriate and related the same be contested by the Buyer (but the Buyer shall not have any obligation to the Claim in question, in making contest any Counterclaim against the person asserting the third party Claim such claim or demand), or any cross-complaint against any person. No Claim for then that portion thereof as to which indemnity such defense is sought hereunder and for which the Indemnifying Party has acknowledged unsuccessful, shall be conclusively deemed to be a liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying PartyShareholder hereunder (subject, which consent shall not be unreasonably withheld or delayedif the Shareholder has timely disputed liability, to a determination that the disputed liability is covered by these indemnification provisions). (b) In the event any Indemnified Party that the Buyer should have a Claim claim against any Indemnifying Party the Shareholder hereunder which does not involve a Claim claim or demand being asserted against or sought to be collected from him it by a third party, the Indemnified Party Buyer shall give promptly send a Claim Notice with respect to such Claim claim to the Indemnifying PartyShareholder. If, after receipt of a Claim Notice, If the Indemnifying Party Shareholder does not notify the Indemnified Party Buyer within the Notice Period that he, she or it he disputes such Claimclaim, then the Indemnifying Party amount of such claim shall be conclusively deemed to have admitted a liability for such Claim in of the amount set forth in the Claim NoticeShareholder hereunder. (c) The Indemnifying Party All claims for indemnification made by the Shareholder under this Section 8 shall be given asserted and resolved under the opportunity to defend procedures set forth above in this Section 8.2 by substituting, as appropriate, "the respective ClaimBuyer" for "Shareholder" and "Shareholder," as appropriate, for "the Buyer."

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows: (a) In the event that any Claim claim or demand for which an Indemnifying Party Seller would be liable to an Indemnified Purchaser Party hereunder is asserted against or sought to be collected from such an Indemnified Purchaser Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Purchaser Party has Knowledge of such Claim, shall promptly notify the Indemnifying Party Seller of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or claim and demand) (the “"Claim Notice”"). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party Seller shall have 30 ten days from the giving personal delivery or mailing of the Claim Notice (the “"Notice Period”") to notify the Indemnified Purchaser Party: , (iA) whether or not the Indemnifying Party it disputes the liability of the Indemnifying Party to the Indemnified Purchaser Party hereunder with respect to such Claim claim or demand, demand and (iiB) notwithstanding any such dispute, whether or not the Indemnifying Party it desires, at the its sole cost and expense of the Indemnifying Partyexpense, to defend the Indemnified Purchaser Party against such Claims claim or demand; provided, however, that any Indemnified Party is hereby authorized prior . (a) If Seller disputes its liability with respect to and during such claim or demand or the Notice Period to file any motion, answer amount thereof (whether or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person Seller desires to defend the Indemnified Purchaser Party against such claim or demand as provided in paragraphs (b) and (c) below), such dispute shall be resolved in accordance with Section 8.6 hereof. Pending the resolution of any dispute by Seller of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of the Indemnified Purchaser Party. (b) In the event that Seller notifies the Indemnified Purchaser Parties within the Notice Period that it desires to defend the Indemnified Purchaser Party against such claim or demand then, except as hereinafter provided, the Indemnifying Party Seller shall have the right to defend the Indemnified Purchaser Party by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him them to a final conclusionconclusion in such a manner as to avoid any risk of Indemnified Purchaser Party becoming subject to liability for any other matter; provided, however, Seller shall not, without the prior written consent of the Indemnified Purchaser Party, consent to the entry of any judgment against the Indemnified Purchaser Party or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Purchaser Party of a release, in form and substance satisfactory to the Indemnified Purchaser Party, as the case may be, from all liability in respect of such claim or litigation. The If any Indemnified Purchaser Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. If, in the reasonable opinion of the Indemnified Purchaser Party, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse effect on the business, operations, assets, properties or prospects of the Indemnified Purchaser Party, including without limitation the administration of the tax returns and responsibilities under the tax laws of any Indemnified Purchaser Party, the Indemnified Purchaser Party shall have the right to employ separate counsel in control the defense or settlement of any such action claim or demand and participate in the defense thereof, but the fees its reasonable costs and expenses of such counsel shall be at included as part of the expense indemnification obligation of such Indemnified Party except to the extent Seller hereunder; provided, however, that the employment thereof has been specifically authorized by the Indemnifying Indemnified Purchaser Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume shall not settle any such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the prior written consent of the Indemnifying Party, Seller which consent shall not be unreasonably withheld withheld. If the Indemnified Purchaser Party should elect to exercise such right, Seller shall have the right to participate in, but not control, the defense or delayedsettlement of such claim or demand at its sole cost and expense. (bi) If Seller elects not to defend the Indemnified Purchaser Party against such claim or demand, whether by not giving the Indemnified Purchaser Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or if the same be defended by Seller or by the Indemnified Purchaser Party (but none of the Indemnified Purchaser Party shall have any obligation to defend any such claim or demand), then that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a liability of Seller hereunder, unless Seller shall have disputed its liability to the Indemnified Purchaser Party hereunder, as provided in (a) above, in which event such dispute shall be resolved as provided in Section 8.6 hereof. (ii) In the event any an Indemnified Purchaser Party should have a Claim claim against any Indemnifying Party Seller hereunder which that does not involve a Claim claim or demand being asserted against or sought to be collected from him it by a third party, the Indemnified Purchaser Party shall give promptly send a Claim Notice with respect to such Claim claim to the Indemnifying PartySeller. IfIf Seller disputes its liability with respect to such claim or demand, after receipt of a Claim Notice, the Indemnifying Party such dispute shall be resolved in accordance with Section 8.6 hereof; if Seller does not notify the Indemnified Purchaser Party within the Notice Period that he, she or it disputes such Claimclaim, then the Indemnifying Party amount of such claim shall be conclusively deemed to have admitted a liability for such Claim in the amount set forth in the Claim Noticeof Seller hereunder. (cd) The Indemnifying All claims for indemnification by an Indemnified Seller Party under this Agreement shall be given asserted and resolved under the opportunity to defend procedures set forth above substituting in the respective Claimappropriate place "Indemnified Seller Party" for "Indemnified Purchaser Party" and variations thereof and "Purchaser" for "Seller."

Method of Asserting Claims, Etc. The (a) All claims for indemnification relating to a Third Party Claim by any indemnified party claiming indemnification is hereinafter referred to as the “(an "Indemnified Party” and the party against whom such claims are asserted ") hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted and resolved as follows:set forth in this Section 9.04. (ab) In the event that any Claim written claim or demand for which an indemnifying party (an "Indemnifying Party would be liable Party") may have liability to an any Indemnified Party hereunder hereunder, is asserted against or sought to be collected from such any Indemnified Party by a third partyThird Party (a "Third Party Claim"), said such Indemnified Party shallshall promptly, within but in no event more than ten (10) business days from the date upon which the following such Indemnified Party's receipt of a Third Party has Knowledge of such Claim, notify the Indemnifying Party in writing of such claim or demandThird Party Claim, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof of damages sought thereunder to the extent then feasible ascertainable (which estimate shall not be conclusive of the final amount of such Claim or demand) Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (the “a "Claim Notice”"). The Indemnified Party’s ; provided, however, that the failure to so notify timely give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying respect to such Third Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demandClaim. The Indemnifying Party shall have 30 thirty (30) days from (or such lesser number of days set forth in the giving Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “"Notice Period”") to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, that it desires to defend the Indemnified Party against such Claims or demand; provided, however, that any Indemnified Third Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. Claim. (c) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand and except as hereinafter provideda Third Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by all appropriate proceedingsproceedings and shall have the sole power to direct and control such defense, which proceedings with counsel reasonably satisfactory to the Indemnified Party at its expense. Once the Indemnifying Party has duly assumed the defense of a Third Party Claim, the Indemnified Party shall be promptly settled or prosecuted by him have the right, but not the obligation, to a final conclusionparticipate in any such defense and to employ separate counsel of its choosing. The Indemnified Party shall participate in any such defense at its expense unless (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed to diligently pursue a Third Party Claim it has assumed, as provided in the first sentence of this Section 9.04(c). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any Third Party Claim on a basis that would result in (i) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates, (ii) a finding or admission of a violation of Applicable Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates or (iii) a finding or admission that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its Affiliates. (d) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise or (ii) after assuming the defense of a Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim within ten (10) days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right but not the obligation to employ separate counsel in any such action and participate in assume its own defense; it being understood that the Indemnified Party's right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Third Party Claim. The Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying shall not settle a Third Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedwithheld. (be) In the event any The Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third party, the Indemnified Party shall give a Claim Notice with respect to such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it disputes such Claim, then and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to each other's relevant business records and other documents, and employees; it being understood that the reasonable costs and expenses of the Indemnified Party relating thereto shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim NoticeLiabilities. (cf) The Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to avoid production of confidential information (consistent with Applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be given the opportunity made so as to defend the respective Claimpreserve any applicable attorney-client or work-product privileges.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any indemnified party (“Indemnified Party Party”) against an indemnifying party (“Indemnifying Party”) as described under this Article 5 Sections 5.1.1 and 5.1.2 shall be asserted as follows: (a) In the event that any Claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, shall with reasonable promptness notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or demand) (the “Claim Notice”). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall have 30 thirty (30) days from the giving of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it he does not dispute liability for indemnification under this Article 5 and that such person he desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its his counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (b) In the event any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third party, the Indemnified Party shall give a Claim Notice with respect to such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it he disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Notice. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows: (a) In the event that any Claim claim or demand for which an Indemnifying Party Seller would be liable to an Indemnified Purchaser Party hereunder is asserted against or sought to be collected from such an Indemnified Purchaser Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Purchaser Party has Knowledge of such Claim, shall promptly notify the Indemnifying Party Seller of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or claim and demand) (the “Claim Notice”"CLAIM NOTICE"). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party Seller shall have 30 business days from the giving of the Claim Notice in accordance with Section 8.8 hereof (the “Notice Period”"NOTICE PERIOD") to notify the Indemnified Purchaser Party: , (iA) whether or not the Indemnifying Party it disputes the its liability of the Indemnifying Party to the Indemnified Purchaser Party hereunder with respect to such Claim claim or demand, demand and (iiB) notwithstanding any such dispute, whether or not the Indemnifying Party it desires, at the its sole cost and expense of (subject to the Indemnifying Partylimitation in Section 6.3(b) regarding an Agreed Upon Settlement), to defend the Indemnified Purchaser Party against such Claims claim or demand; provided. (a) If Seller disputes its liability with respect to such claim or demand or the amount thereof (whether or not Seller desires to defend the Indemnified Purchaser ---------- * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. Party against such claim or demand as provided in paragraphs (b) and (c) below), howeversuch dispute shall be resolved in accordance with Section 6.5 hereof. Pending the resolution of any dispute by Seller of its liability with respect to any claim or demand, that any Indemnified Party is hereby authorized such claim or demand shall not be settled (x) without the prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those written consent of the Indemnifying Party Indemnified Purchaser Party, which consent shall not be unreasonably withheld and (y) by Purchaser without the prior written consent of Seller, which consent shall not prejudicial to the Indemnifying Party. be unreasonably withheld. (b) In the event that the Indemnifying Party Seller notifies the Indemnified Purchaser Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires they desire to defend the Indemnified Purchaser Party against such claim or demand and then, except as hereinafter provided, the Indemnifying Party Seller shall have the right to defend the Indemnified Purchaser Party by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him them to a final conclusionconclusion in such a manner as to avoid any liability to Indemnified Purchaser Party for such claim; provided, however, Seller shall not, without the prior written consent of the Indemnified Purchaser Party, consent to the entry of any judgment against the Indemnified Purchaser Party or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Purchaser Party of a release, in form and substance reasonably satisfactory to the Indemnified Purchaser Party, from all liability in respect of such claim or litigation. The If any Indemnified Purchaser Party desires to participate in any such defense or settlement, it may do so at its sole cost and expense provided that such participation shall be under the control of, and exclusively through, Seller. If, in the reasonable opinion of the Indemnified Purchaser Party, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse effect on the business, operations, assets, properties or prospects of the Indemnified Purchaser Party, including without limitation the administration of the tax returns and responsibilities under the tax laws of any Indemnified Purchaser Party, then the Indemnified Purchaser Party shall have the right to employ separate counsel in control the defense or settlement of any such action and claim or demand after giving notice to Seller of its intention to take control of the defense or settlement of such claim or demand. If the Indemnified Purchaser Party should elect to exercise such right, Seller shall have the right to participate in the defense thereof, but the fees and expenses or settlement of such counsel claim or demand at its sole cost and expense provided that such participation shall be at under the expense of control of, and exclusively through, such Indemnified Party except to the extent Purchaser Party; provided, that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may shall not be settled without the prior written consent of the Indemnifying PartySeller, which consent shall not be unreasonably withheld withheld; provided further, that if the third party making any such claim or delayeddemand has agreed or stated its willingness in writing, to (x) settle such claim or demand in exchange solely for the payment of money in an agreed upon amount ("AGREED UPON SETTLEMENT") which Seller is willing to accept and agrees in writing to reimburse and indemnify Indemnified Purchaser Party for and (y) unconditionally release the Indemnified Purchaser Parties with respect to the applicable claim or demand, but the Indemnified Purchaser Parties do not accept such settlement, then in no event shall Seller be liable to reimburse or indemnify Indemnified Purchaser Parties with respect to such claim or demand in excess of the amount of such Agreed Upon Settlement plus the amount of the Indemnified Purchaser Parties' reasonable costs and out-of-pocket expenses incurred in connection with such claim or demand through the date the Indemnified Purchaser Parties refused to accept the Agreed Upon Settlement. (i) If Seller does not defend the Indemnified Purchaser Party against such claim or demand, whether by not giving the Indemnified Purchaser Party timely notice within the Notice Period as provided above or the Indemnified Purchaser Party has taken over control of such defense in accordance with the provisions of subparagraph (b) above, then, subject to Section 6.3(f), the amount of any such claim or demand, or that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a liability of Seller hereunder, unless Seller shall have disputed its liability to the Indemnified Purchaser Party hereunder, as provided in paragraph (a) above, in which event such dispute shall be resolved as provided in Section 6.5 hereof. (ii) In the event any an Indemnified Purchaser Party should have a Claim claim against any Indemnifying Party Seller hereunder which that does not involve a Claim claim or demand being asserted against or sought to be collected from him it by a third party, the Indemnified Purchaser Party shall give promptly send a Claim Notice with respect to such Claim claim to the Indemnifying PartySeller. If, after receipt of a Claim Notice, the Indemnifying Party does not notify If Seller notifies the Indemnified Purchaser Party within the Notice Period that heit disputes its liability with respect to such claim or demand, she or such dispute shall be resolved in accordance with Section 6.5 hereof. If Seller does not notify the Indemnified Purchaser Party within the Notice Period that it disputes such Claimclaim, then then, subject to Section 6.3(f), the Indemnifying Party amount of such claim shall be conclusively deemed a liability of Seller hereunder. (d) All claims for indemnification by an Indemnified Seller Party under this Agreement shall be asserted and resolved under the procedures set forth above substituting in the appropriate places "Indemnified Seller Party" for "Indemnified Purchaser Party" and variations thereof and "Purchaser" for "Seller" and variations thereof. (e) All claims for indemnification for an alleged misrepresentation or breach of warranty contained in Section 3.1 or Section 3.2 hereof or in any Disclosure Schedule, certificate, statement, document or instrument furnished under this Agreement shall be asserted during the period in which any such representation or warranty survives pursuant to have admitted Section 3.3 hereof. The indemnification obligations of Purchaser pursuant to Section 6.2(f) shall terminate six (6) months after the Closing Date and no claims shall be made by Seller under such Section 6.2(f) thereafter, except that the indemnification obligation of Purchaser shall continue as to any claims for which Seller has notified Purchaser on or prior to the date such indemnification obligation would otherwise terminate. The indemnification obligations of Purchaser pursuant to Section 6.2(g) shall terminate upon either: (i) the receipt of the Seller Release; or (ii) the later of: (x) the date of expiration of the Real Property Lease pursuant to its terms and (y) the expiration of the applicable statute of limitations (or valid extensions thereof) applicable to claims which may be brought under the Real Property Lease, except that the indemnification obligation of Purchaser shall continue as to any claims for which Seller has notified Purchaser on or prior to the date such indemnification obligation would otherwise terminate. (f) No party shall bring a claim for indemnification under this Section 6.3 unless the aggregate amount of all claims for indemnification exceeds $250,000, in which event the party may bring any and all claims for such indemnification without regard to such dollar threshold, including the first dollar of any and all claims for such indemnification; provided, however, in no event shall a party's total liability for such Claim indemnification under this Agreement exceed $5,000,000, in the amount aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 6.3(f) shall not apply with respect to any claim pursuant to: (i) Sections 6.2(a), 6.2(b), 6.2(c), 6.2(d), 6.2(f) or 6.2(g), or (ii) the Claim Noticeretained liabilities set forth in Section 1.4.2. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter Party or Parties making a claim under this Article 10 shall, for the purposes of this Agreement, be referred to as the “"Indemnified Party” " and the party Party or Parties against whom such claims are asserted hereunder is hereinafter under this Article 10 shall, for the purposes of this Agreement, be referred to as the “"Indemnifying Party.” ". All Claims for indemnification claims by any Indemnified Party under this Article 5 10 shall be asserted and resolved as follows: (a) 10.4.1 In the event that (A) any Claim claim, demand or demand Proceeding is asserted or instituted by any Person other than the Parties hereto and their respective Affiliates (a "Third Party") which could give rise to Damages for which an Indemnifying Party would may be liable to an Indemnified Party hereunder is asserted against (any such claim, demand or sought to be collected from such Proceeding, a "Third Party Claim"), or (B) any Indemnified Party by hereunder has a third partyclaim for indemnification from any Indemnifying Party hereunder which does not involve a Third Party Claim (any such claim, said Indemnified Party shalla "Direct Claim"), within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, notify shall send to the Indemnifying Party of such claim or demanda written notice (a "Claim Notice") specifying in reasonable detail, specifying to the extent known to the Indemnified Party, the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible of related Damages (which estimate shall not be conclusive of the final amount of such Claim or claim and demand) (the “Claim Notice”). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless and such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall have 30 days from the giving of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of available supporting evidence as may reasonably be required by the Indemnifying Party to assess the merits of the claim and the computation or estimate of Damages. 10.4.2 The Indemnified Party hereunder with respect to shall send a Claim Notice (x) in the case of a Third Party Claim, within thirty (30) days of receipt of actual notice of such Third Party Claim or demand, and (iiy) whether or not in the Indemnifying Party desirescase of a Direct Claim other than a Direct Claim relating to a Retained Liability, at the sole cost and expense within thirty (30) days of the Indemnifying Party, to defend the actual knowledge by Indemnified Party against of such Claims or demandDirect Claim; provided, however, that any a failure by the Indemnified Party is hereby authorized prior to and during comply with the Notice Period foregoing notice periods shall have no consequences on its ability to file any motionclaim under this Agreement, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of otherwise relieve the Indemnifying Party and not prejudicial of any liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party. Party demonstrates that such failure has caused the Damages for which the Indemnifying Party is liable to the Indemnified Party to be greater than they would have been had the Indemnified Party given timely notice (it being agreed that in such case, the Damages for which the Indemnifying Party is liable to the Indemnified Party shall be reduced to the extent of any such excess). 10.4.3 In the event that of a Direct Claim, the Indemnifying Party shall have thirty (30) days following its receipt of the relevant Claim Notice (the "Direct Claim Review Period") to make such investigation of the underlying claim as it considers necessary or desirable. If the Parties agree, on or prior to the expiration of the Direct Claim Review Period, upon the validity and amount of such claim, the Indemnifying Party shall pay to the Indemnified Party, within five (5) days following the date of such agreement, the full agreed amount of such claim or, to the extent the Indemnifying Party accepts the validity and amount of such claim in part, it shall pay the full undisputed amount, without prejudice to the Indemnified Party’s ability to claim hereunder for any disputed amounts. If the Parties fail to reach agreement on or prior to the date of the expiration of the Direct Claim Review Period (which shall be deemed to be a rejection by the Indemnifying Party of the Direct Claim) or if the Indemnifying Party notifies the Indemnified Party within during the Notice Direct Claim Review Period that he, she or it does not dispute disputes its liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party in respect of the underlying claim, the Indemnified Party may initiate arbitration proceedings against such claim or demand and except the Indemnifying Party as hereinafter providedprovided by Section 11.10 of this Agreement. Any reasonable amounts spent by an Indemnified Party for legal fees to successfully enforce its rights hereunder shall constitute Damages subject to indemnification hereunder. 10.4.4 In the event of a Third Party Claim, the Indemnifying Party shall have thirty (30) days following its receipt of the right relevant Claim Notice (the "Third Party Claim Review Period") to defend make such investigation of the underlying claim as it considers necessary or desirable. If the Parties agree, on or prior to the expiration of the Third Party Review Period, upon the validity and amount of such claim, the Indemnifying Party shall pay to the Indemnified Party, within five (5) days following the date of such agreement, the full agreed amount of such claim. If the Parties are unable to reach agreement on or prior to the date of the expiration of the Third Party Review Period (which shall be deemed to be a rejection by all appropriate proceedingsthe Indemnifying Party of the Third Party Claim) or if the Indemnifying Party notifies the Indemnified Party during the Third Party Review Period that it disputes its liability to the Indemnified Party in respect of the underlying claim, the Indemnified Party may initiate arbitration proceedings against the Indemnifying Party as provided by Section 11.10 of this Agreement. Any reasonable amounts spent by an Indemnified Party for legal fees to successfully enforce its rights hereunder shall constitute Damages subject to indemnification hereunder. 10.4.5 The Indemnified Party shall conduct, or, if the Buyer is the Indemnified Party, shall cause the relevant Company to conduct, the defense and settlement of each Third Party Claim (other than a Scissor Arm Personal Injury Claims, which proceedings are addressed below in Section 10.4.6) diligently and in good faith. The Indemnifying Party shall have the right, if it so notifies the Indemnified Party with reasonable promptness after receipt of the Claim Notice to be promptly settled consulted in respect of such Third Party Claim and to participate at its own expense and with counsel of its choice in the defense thereof by the Indemnified Party (or prosecuted in the case of a Third Party Claim against a Company, by him the relevant Company). In such event, the Indemnified Party shall afford the Indemnifying Party and its counsel the opportunity to a final conclusioncomment with respect to the conduct of the defense or settlement of the Third Party Claim. The Indemnified Party shall have keep the right Indemnifying Party informed of the progress of any Third Party Claim and its defense, and shall with reasonable promptness provide the Indemnifying Party with copies of all material notices, written communications and filings (including court papers) made by or on behalf of any of the Parties to employ separate counsel the underlying Third Party Claim. It is agreed that all costs incurred by Buyer or the Companies in any such action and participate in defense (including, but not limited to, attorneys’ fees, court costs, damages, interest, settlement payments), shall, for the avoidance of doubt, constitute Damages subject to the provisions of this Agreement and, particularly, Section 10.5.3 below. 10.4.6 In respect of Scissor Arm Personal Injury Claims, Seller shall conduct the defense thereofand settlement of such Claims and may retain counsel of its choice, but reasonably acceptable to Buyer, to represent the Companies in respect of Scissor Arm Personal Injury Claims. The Companies shall pay the reasonable fees and disbursements of such counsel. Invoices of such counsel shall be sent directly to the Companies for payment, with a copy to Seller. In the event that the fees and expenses of a counsel shall exceed EURO 50,000 (fifty thousand Euro) in respect of any Scissor Arm Personal Injury Claim, Buyer may require Seller to discharge such counsel shall be at and retain new counsel acceptable to Buyer. It is agreed that all costs incurred by Buyer or the expense Companies in such defense (including, but not limited to, attorneys’ fees, court costs, damages, interest, settlement payments), shall, for the avoidance of such Indemnified Party except doubt, constitute Damages subject to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writingprovisions of this Agreement and, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there isparticularly, Section 10.5.3 below. Buyer may assist, at its expense, in the reasonable opinion defense or settlement of any such separate counsel, a material conflict on any material issue between Scissor Arm Personal Injury Claim with counsel of its choice. Buyer shall instruct counsel retained by Seller to cause the position Companies to instruct such counsel to take instructions from Seller and to provide Seller with copies of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”)all pleadings or settlement proposals. If requested by Buyer and/or any of the Indemnifying Party Companies in respect of a particular Scissor Arm Personal Injury Claim, Buyer shall be given the opportunity to review and there is no Material Conflictamend pleadings or proposals prepared by counsel chosen by Seller prior to their submission to reflect and preserve the Companies’ corporate interests in the outcome of any Scissor Arm Personal Injury Claims. Seller will consult in good faith with Buyer in respect of any settlement offer relating to a Scissor Arm Personal Injury Claim. Seller shall then determine in the exercise of its own business judgment whether or not to accept a settlement offer. All settlements requiring payments in excess of EURO 10,000 (ten thousand Euro) or any settlements requiring the acknowledgement of responsibility by a Company (which payments shall, for the Indemnified Party agrees to cooperate with the Indemnifying Party and hisavoidance of doubt, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related constitute Damages subject to the Claim in question, in making any Counterclaim against provisions of this Agreement) shall require the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the prior written consent of the Indemnifying PartyBuyer, which consent shall not be unreasonably withheld taking into account all Proceedings of a similar nature. If Buyer fails or delayed. (b) In refuses to give such consent and the event any Indemnified Party should have a Buyer and Seller are not able to reach an agreement on the matters at issue, then Buyer shall continue the defense of such Scissor Arm Personal Injury Claim against any Indemnifying Party hereunder at its own expense, in which does not involve a Claim or demand being asserted against or sought to case the liability of the Seller and Parent shall be collected from him by a third party, the Indemnified Party shall give a Claim Notice with respect to such Claim limited to the Indemnifying PartyDamages calculated as if the Scissor Arm Personal Injury Claim were settled in accordance with the proposed settlement offer and Buyer shall pay all attorneys’ fees incurred after the date that Buyer continued such defense and such attorneys’ fees shall not be considered as Damages for the purposes of this Agreement. IfExcept as otherwise provided above, if notice is given to Seller by Buyer of the commencement of any Scissor Arm Personal Injury Claim and Seller does not, within thirty (30) days after receipt Buyer's notice is given, assume the defense of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it disputes such Claim, then the Indemnifying Party shall Seller and Parent will be deemed to have admitted liability for bound by any determination made in such Claim or any compromise or settlement effected by Buyer and reasonable attorneys’ fees incurred by Buyer in the amount set forth in defense of such Claims shall constitute Damages, subject to the Claim Noticeprovisions of this Agreement. (c) The Indemnifying Party 10.4.7 Notwithstanding Section 10.4.6, if Buyer determines in good faith that there is a reasonable probability that a Proceeding relating to a Scissor Arm Personal Injury Claim may significantly adversely affect it or the Companies other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, Buyer may, by notice to Seller, assume the exclusive right to defend, compromise, or settle such Proceeding but the Seller and Parent will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without their written consent and such determination, and any attorneys fees due or paid in respect of such Proceeding shall not be given considered as Damages for the opportunity to defend the respective Claimpurposes of this Agreement.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred (a) Except as provided in Article V with respect to matters related to Taxes and as the “Indemnified Party” and the party against whom such set forth in paragraph (b) below, all claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any the Indemnified Party under this Article 5 hereunder with respect to third-party claims shall be asserted and resolved as follows: (a) set forth in this Section 9.5(a). In the event that any Claim written claim or demand for which Seller or Buyer, as the case may be (in such capacity, an "Indemnifying Party would Party"), may be liable to an any Indemnified Party hereunder is asserted against or sought to be collected from such any Indemnified Party by a third party, said such Indemnified Party shallshall promptly, within ten (10) business but in no event later than 15 days from the date upon which the following such Indemnified Party has Knowledge of such Claim, notify the Indemnifying Party Party's receipt of such claim or demand, specifying notify in writing the nature Indemnifying Party of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim claim or demand) (the “"Claim Notice”"). The Indemnifying Party shall (i) have no liability with respect to any expenses incurred by the Indemnified Party’s failure Party with respect to so notify the relevant third-party claims prior to the time the Claim Notice is delivered to the Indemnifying Party in accordance and such expenses shall be deemed not to be Losses of the Indemnified Party and (ii) be relieved of its obligations to indemnify the Indemnified Party with respect to such claim or demand if the provisions of this Agreement shall not relieve Indemnified Party fails to timely deliver the Claim Notice, but only to the extent the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demandis prejudiced thereby. The Indemnifying Party shall have 30 days from the giving personal delivery or mailing of the Claim Notice Notice, whichever is later, (the “"Notice Period”") to notify the Indemnified Party: (i) Party whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, it desires to defend the Indemnified Party against such Claims claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to demand and shall during the Notice Period and thereafter be provided by the Indemnified Party with such information relating to file any motion, answer the claim or other pleading which he shall deem necessary or appropriate to protect his interests or those of demand as the Indemnifying Party shall request. All costs and not prejudicial to expenses incurred by the Indemnifying Party in defending such claim or demand shall be borne by the Indemnifying Party. In Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the sole power to direct and control such defense. If the Indemnifying Party so elects to assume the defense of such claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party. If any Indemnified Party desires to participate in, but not control, any such defense it may do so at its sole cost and expense; provided that in any action seeking an injunction or decree which would restrict the future activity or conduct of the Indemnified Party or any Subsidiary or Affiliate thereof, the Indemnified Party shall be entitled to participate in the defense of such action at the expense of the Indemnifying Party. The Indemnified Party shall not settle, compromise or discharge a claim or demand for which it is indemnified by the Indemnifying Party or admit to any liability with respect to such claim or demand without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld). The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld), settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party or any Subsidiary or Affiliate thereof. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will provide the Indemnifying Party and except as hereinafter providedits counsel access to all relevant business records and other documents, and shall use its reasonable best efforts to assist, and to cause the employees and counsel of the Indemnified Party to assist, in defense of such claim. If the Indemnifying Party elects not to defend the Indemnified Party, the Indemnified Party shall have the right to defend the claim or demand by appropriate proceedings and shall have the sole power to direct and control such defense. In any event, the Indemnifying Party shall have the right to defend participate in the defense or settlement of any third party claim or demand for which the Indemnifying Party may be liable hereunder at its own expense. (b) All claims for indemnification by all appropriate proceedingsSeller or Buyer with respect to litigation for which the party seeking indemnification is indemnified solely pursuant to one or more of Sections 6.11(b), which proceedings 9.3(a)(ii) or 9.3(b), and the defense of the relevant litigation, shall be promptly settled handled as contemplated in this Section 9.5(b). Upon receipt of a summons and complaint or prosecuted by him to other notice (which is also filed with a final conclusion. The Indemnified Party shall have the right to employ separate counsel in Court) of any such action litigation from which it may be reasonably inferred that the other party may be entitled to or required to be provided indemnification hereunder, the receiving party shall promptly notify the other. (i) If and for so long as the particular litigation is of the type described in Section 9.3(a)(ii) or 9.3(b) (without reference to the three year limitation set forth therein) or of a type described under Section 6.11(b) in which the parties otherwise each have financial exposure not fully covered by indemnification from the other party (without regard to caps and deductibles), Buyer and Seller shall each retain their own counsel and participate in the defense thereof, but the fees thereof and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, cooperate with one another in the reasonable opinion of course thereof. In any such separate counsellitigation, neither party shall enter into a material conflict on any material issue between settlement adversely affecting the position liability of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled other without the consent of the Indemnifying Partyother, which consent shall not be unreasonably withheld or delayed. (bii) In If and for so long as the event any Indemnified Party should have particular litigation is one in which only one party has a Claim against any Indemnifying Party hereunder which does financial exposure not involve a Claim or demand being asserted against or sought to be collected covered by indemnification from him by a third the other party, the Indemnified Party shall give a Claim Notice with respect to such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it disputes such Claim, then the Indemnifying Party party having such exposure shall defend and control the defense of such litigation. With respect to the particular cases set forth on Schedule 3.8 that relate exclusively to the Business (that are not also set forth on Schedule 9(a)(ii)) (the "Schedule 3.8 Cases"), on the Closing Date Buyer agrees to assume, and Seller agrees to transfer to Buyer, the defense thereof in accordance with this clause (ii), and Buyer shall control such cases, provided, that, Buyer agrees to continue to utilize the same outside counsel as are presently responsible for such cases unless it reasonably determines such continuing representation is inadvisable. Buyer agrees that any counsel selected to defend the Schedule 3.8 cases controlled by Buyer shall be deemed reasonably acceptable to have admitted liability for such Claim in Seller. (iii) In all cases the amount set forth in the Claim Noticeparties shall cooperate with each other by providing access to relevant employees and business records and otherwise as contemplated by Section 9.5(a). (c) The Indemnifying Party In determining the amount of Losses sustained or incurred by Buyer for purposes of the indemnification under Sections 9.3(a)(ii) or 9.3(b), Promotional Items constituting a portion of a Loss shall be given deemed to be a Loss only to the opportunity extent of the actual cost to defend Buyer or its Affiliates of providing any such Promotional Item and such Losses shall be offset by any actual profits realized in providing such Promotional Items. For such purposes, the respective Claimactual cost shall be deemed to be the actual cost of providing the good or service constituting the Promotional Item on a fully allocated basis to the Companies and their Subsidiaries and shall not be deemed to include any lost profit or ▇▇▇▇-up which might be obtained if such service or product was sold to a customer of the Companies or their Subsidiaries. For purposes of this Section 9.5(c) "Promotional Items" shall be deemed to include all non-monetary items provided in settlement of any claim or as the result of an adjudication of any litigation and shall be deemed to include services such as certificates for free minutes of use, discounts on minutes of use, discounts on handsets, discounts on other products sold by Buyer or its Affiliates and other products, goods, services or rights to obtain any products, goods or services.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows: (a) In the event that any Claim claim or demand for which an Indemnifying Party the Shareholders would be liable to an Indemnified QuadraMed Party hereunder is asserted against or sought to be collected from such an Indemnified QuadraMed Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified QuadraMed Party has Knowledge of such Claim, shall notify the Indemnifying Party Shareholders of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or claim and demand) (the “"Claim Notice”"). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party Each Shareholder shall have 30 ten (10) days from the giving personal delivery or mailing of the Claim Notice (the “"Notice Period”") to notify the Indemnified Party: QuadraMed Party (i) whether or not the Indemnifying Party Shareholder disputes the 7.3.1 If the Shareholders dispute their liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim claim or demand, and demand or the amount thereof (ii) whether or not the Indemnifying Party desires, at Shareholders desire to assume the sole cost and expense defense of the Indemnifying Party, to defend the Indemnified Party against such Claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified QuadraMed Party against such claim or demand as provided in Sections 7.3.2 and 7.3.3 below), such dispute shall be resolved in accordance with Section 7.8 hereof. Pending the resolution of any dispute by the Shareholders of the liability of the Shareholders with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of the Indemnified QuadraMed Party. 7.3.2 In the event that the Shareholders notify the Indemnified QuadraMed Parties within the Notice Period that it desires to assume the defense of the Indemnified QuadraMed Parties against such claim or demand then, except as hereinafter provided, the Indemnifying Party Shareholders shall have the right to defend the Indemnified QuadraMed Party by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him it to a final conclusionconclusion in such a manner as to avoid any risk of any Indemnified QuadraMed Party becoming subject to liability for any other matter; provided, however, that the Shareholders shall not, without the prior written consent of all Indemnified QuadraMed Parties, consent to the entry of any judgment against any Indemnified QuadraMed Party or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified QuadraMed Party of a release, in form and substance satisfactory to the Indemnified QuadraMed Party, as the case may be, from all liability in respect of such claim or litigation. The If the Indemnified Party shall have the right QuadraMed Parties desire to employ separate counsel in participate in, but not control, any such action defense or settlement, they may do so at their sole cost and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there isexpense. If, in the reasonable opinion of the Indemnified QuadraMed Parties, any such separate counselclaim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse effect on the business, a material conflict on operations, assets, properties or prospects of any material issue between Indemnified QuadraMed Party, including, without limitation, the position administration of the Indemnifying Party tax returns and responsibilities under the position tax laws of such any Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material ConflictQuadraMed Party, then the Indemnified Party agrees QuadraMed Parties shall have the right to cooperate with control the Indemnifying Party and his, her defense or its counsel in contesting settlement of any Claim such claim or demand which and its reasonable costs and expenses shall be included as part of the Indemnifying Party elects to contest orindemnification obligation of the Shareholders hereunder; provided, if appropriate and related to however, that the Claim in question, in making Indemnified QuadraMed Parties shall not settle any Counterclaim against the person asserting the third party Claim such claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled demand without the prior written consent of the Indemnifying PartyShareholders, which consent shall not be unreasonably withheld withheld. If the Indemnified QuadraMed Parties should elect to exercise such right, the Shareholders shall have the right to participate in, but not control, the defense or delayedsettlement of such claim or demand at its sole cost and expense. (b) 7.3.3 If the Shareholders elect not to defend any Indemnified QuadraMed Party against such claim or demand, whether by not giving the Indemnified QuadraMed Party 7.3.4 In the event any an Indemnified QuadraMed Party should have a Claim claim against any Indemnifying Party the Shareholders hereunder which that does not involve a Claim claim or demand being asserted against or sought to be collected from him it by a third party, the Indemnified QuadraMed Party shall give promptly send a Claim Notice with respect to such Claim claim to the Indemnifying PartyShareholders. IfIf the Shareholders dispute their liability with respect to such claim or demand, after receipt of a Claim Notice, the Indemnifying Party does not notify the such dispute shall be resolved in accordance with Section 7.8 hereof. 7.3.5 All claims for indemnification by an Indemnified Party within the Notice Period that he, she or it disputes such Claim, then the Indemnifying Party under this Agreement shall be deemed to have admitted liability for such Claim asserted and resolved under the procedures set forth above substituting in the amount set forth in the Claim Noticeappropriate place "Indemnified Shareholder Party" for "Indemnified QuadraMed Party" and variations thereof and "QuadraMed" for "Shareholders. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim."

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 11 shall be asserted as follows: (a) In the event that any Claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or demand) (the “Claim Notice”). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall have 30 days from the giving of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it he does not dispute liability for indemnification under this Article 5 11 and that such person he desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its his counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 11 may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (b) In the event any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third party, the Indemnified Party shall give a Claim Notice with respect to such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it he disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Notice. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows: (a) In the event that any Claim claim or demand for which an Indemnifying Party Seller or AEGI would be liable to an Indemnified Purchaser Party hereunder is asserted against or sought to be collected from such an Indemnified Purchaser Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Purchaser Party has Knowledge of such Claim, shall promptly notify the Indemnifying Party Seller and AEGI of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or claim and demand) (the “"Claim Notice”"). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party Seller and AEGI shall have 30 ten (10) days from the giving personal delivery or mailing of the Claim Notice (the “"Notice Period”") to notify the Indemnified Purchaser Party: , (iA) whether or not the Indemnifying Party disputes the they dispute their liability of the Indemnifying Party to the Indemnified Purchaser Party hereunder with respect to such Claim claim or demand, demand and (iiB) notwithstanding any such dispute, whether or not the Indemnifying Party desiresthey desire, at the their sole cost and expense of the Indemnifying Partyexpense, to defend the Indemnified Purchaser Party against such Claims claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. . (a) In the event that the Indemnifying Party Seller or AEGI notifies the Indemnified Purchaser Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires they desire to defend the Indemnified Purchaser Party against such claim or demand and then, except as hereinafter provided, the Indemnifying Party Seller or AEGI, respectively, shall have the right to defend the Indemnified Purchaser Party by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him them to a final conclusionconclusion in such a manner as to avoid any risk of Indemnified Purchaser Party becoming subject to liability for any other matter; provided, however, Seller and AEGI shall not, without the prior written consent of the Indemnified Purchaser Party, consent to the entry of any judgment against the Indemnified Purchaser Party or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving of the claimant or plaintiff to the Indemnified Purchaser Party of a release, in form and substance satisfactory to the Indemnified Purchaser Party, as the case may be, from all liability in respect of such claim or litigation. The If any Indemnified Purchaser Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. (i) If Seller or AEGI elects not to defend the Indemnified Purchaser Party against such claim or demand, whether by not giving the Indemnified Purchaser Party timely notice as provided above or otherwise, then the amount of any such claim of demand, or if the same be defended by Seller or AEGI or by the Indemnified Purchaser Party (but no Indemnified Purchaser Party shall have the right any obligation to employ separate counsel in defend any such action and participate claim or demand), then that portion thereof as to which such defense is unsuccessful, in the defense thereof, but the fees and expenses of such counsel each case shall be at the expense conclusively deemed to be a liability of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense Seller and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedAEGI hereunder. (bii) In the event any an Indemnified Purchaser Party should have a Claim claim against any Indemnifying Party Seller or AEGI hereunder which that does not involve a Claim claim or demand being asserted against or sought to be collected from him it by a third party, the Indemnified Purchaser Party shall give promptly send a Claim Notice with respect to such Claim claim to the Indemnifying PartySeller and AEGI. If, after receipt of a Claim Notice, the Indemnifying Party If Seller or AEGI does not notify the Indemnified Purchaser Party within the Notice 28 - 24 - Period that he, she or it disputes such Claimclaim, then the Indemnifying Party amount of such claim shall be conclusively deemed to have admitted a liability for such Claim in the amount set forth in the Claim Noticeof Seller or AEGI, respectively, hereunder. (c) The Indemnifying All claims for indemnification by an Indemnified Seller Party under this Agreement shall be given asserted and resolved under the opportunity to defend procedures set forth above substituting in the respective Claimappropriate place "Indemnified Seller Party" for "Indemnified Purchaser Party" and variations thereof and "Purchaser" for "Seller and AEGI."

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such All claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 hereunder shall be asserted and resolved as follows: (a) set forth in this Section 9.6. In the event that any Claim written claim or demand for which Seller or Buyer, as the case may be (an "Indemnifying Party would Party"), may be liable to an any Indemnified Party hereunder is asserted against or sought to be collected from such any Indemnified Party by a third party, said such Indemnified Party shallshall promptly, within ten (10) business but in no event later than 30 days from the date upon which the following such Indemnified Party has Knowledge of such Claim, notify the Indemnifying Party Party's receipt of such claim or demand, specifying notify in writing the nature Indemnifying Party of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim claim or demand) (the “"Claim Notice”"). The Indemnifying Party shall be relieved of its obligations to indemnify the Indemnified Party’s failure Party with respect to so notify such claim or demand if the Indemnified Party fails to timely deliver the Claim Notice to the extent that the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure is materially prejudices the Indemnifying Party’s ability to defend against the claim or demandprejudiced thereby. The Indemnifying Party shall have 30 days from after the giving personal delivery or mailing of the Claim Notice Notice, whichever is later, (the “"Notice Period”") to notify the Indemnified Party: (i) Party whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, it desires to defend the Indemnified Party against such Claims claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to demand and shall during the Notice Period and thereafter be provided by the Indemnified Party with such information relating to file any motion, answer the claim or other pleading which he shall deem necessary or appropriate to protect his interests or those of demand as the Indemnifying Party shall reasonably request. All costs and not prejudicial to expenses incurred by the Indemnifying Party in defending such claim or demand shall be borne by the Indemnifying Party, but shall be counted towards the Limit if such Claim is for breach of a representation or warranty other than such representations and warranties exempt from the Limit as set forth in Section 9.1. In Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the sole power to direct and control such defense. If the Indemnifying Party so elects to assume the defense of such claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party. If any Indemnified Party desires to participate in, but not control, any such defense it may do so at its sole cost and expense. The Indemnified Party shall not settle, compromise or discharge a claim or demand for which it is indemnified by the Indemnifying Party or admit to any liability with respect to such claim or demand without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), settle, compromise or offer to settle or compromise any such claim or demand unless the terms of such settlement provide for no admission of liability, fault or violation of Law or Contract and except as hereinafter providedno relief other than payments of monetary damages that are not to be paid by the Indemnified Party or any of its Affiliates. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party shall provide the Indemnifying Party and its counsel reasonable access to all relevant business records and other documents, and shall use its reasonable best efforts to assist, and to cause the employees and counsel of the Indemnified Party to assist, in defense of such claim. Notwithstanding the foregoing, if the Indemnifying Party elects not to defend the Indemnified Party or if an actual conflict of interest exists, the Indemnified Party shall (at the sole cost and expense of the Indemnifying Party in accordance with and subject to this Article IX) have the right and the obligation to vigorously defend the claim or demand by appropriate proceedings and shall have the sole power to direct and control such defense with respect to itself, subject to the restriction on settlement pursuant to this Article IX. In any event, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses or settlement of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim third party claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedliable hereunder at its own expense. (b) In the event any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third party, the Indemnified Party shall give a Claim Notice with respect to such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Notice. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such All claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 XI shall be asserted and resolved as follows: (a) In the event that any Claim claim or demand for which an Indemnifying Party indemnifying party would be liable to an Indemnified Party indemnified party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party the indemnified party shall, within ten : (10i) business days from the date upon which the Indemnified Party has Knowledge of such Claim, promptly notify the Indemnifying Party indemnifying party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim claim or demand) (the “"Claim Notice”"). The Indemnified Party’s ; provided, however, that the failure of an indemnified party to so notify the Indemnifying Party in accordance with the provisions of this Agreement give notice as provided herein shall not relieve an indemnifying party of its obligations under this Article XI, except to the Indemnifying Party of liability hereunder unless such failure extent the indemnifying party is materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party prejudiced thereby; (ii) an indemnifying party shall have 30 fifteen (15) calendar days from the giving its receipt of the Claim Notice (the “"Notice Period”") to notify the Indemnified Party: indemnified patt▇ (i▇) whether or not the Indemnifying Party indemnifying party disputes the its liability of the Indemnifying Party to the Indemnified Party indemnified party hereunder with respect to such Claim claim or demand, and (iiy) if the indemnifying party does or does not dispute such liability, whether or not the Indemnifying Party indemnifying party desires, at the its sole cost and expense of the Indemnifying Partyexpense, to defend the Indemnified Party indemnified party against such Claims claim or demand; provided, however, that any Indemnified Party the indemnified party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he it shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In its interests; (iii) in the event that the Indemnifying Party indemnifying party notifies the Indemnified Party indemnified party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person the indemnifying party desires to defend the Indemnified Party against such claim or demand and demand, then except as hereinafter provided, the Indemnifying Party indemnifying party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or diligently prosecuted by him to a final conclusion. The Indemnified Party ; provided, however, that the indemnifying party shall not, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of an unconditional release from all liability in respect of such Damages or which requires action on the part of such indemnified party or otherwise subjects the indemnified party to any obligation or restriction to which it would not otherwise be subject; (iv) if the indemnified party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense; provided, however, that the indemnifying party shall pay such expense if representation of the indemnified party by the counsel retained by the indemnifying party would be inappropriate due to material differing interests between the indemnified party and any other party represented by such counsel in such proceeding; (v) if, in the opinion of the indemnified party, any such claim or demand involves an issue or matter which could have a Material Adverse Effect on the indemnified party, or an Affiliate of the indemnified party, the indemnified party shall have the right to employ separate counsel in control the defense or settlement of any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim claim or demand, and its costs and expenses thereof shall be included as part of the indemnification obligations of the indemnifying party hereunder and, with respect to subsections (iv) and (v) the indemnifying party shall make available to the indemnified party any documents and materials in his or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 her possession or control that may be settled necessary or useful to such defense; provided that, the indemnifying party shall not be bound by any determination of a settlement effected without the its prior consent of the Indemnifying Party, (which consent shall not be unreasonably withheld withheld) if such settlement does not relieve it of such liabilities under such claim. (vi) if the indemnifying party disputes the indemnifying party's liability with respect to such claim or delayeddemand or elects not to defend against such claim or demand, whether by not giving timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the indemnifying party or by the indemnified party (but the indemnified party shall not have any obligation to contest any such claim or demand), then that portion thereof as to which such defense is unsuccessful, shall be conclusively deemed to be a liability of the indemnifying party hereunder (subject, if the indemnifying party has timely disputed liability, to a determination that the disputed liability is covered by these indemnification provisions). (b) In the event any Indemnified Party the indemnified party should have a Claim claim against any Indemnifying Party the indemnifying party hereunder which does not involve a Claim claim or demand being asserted against or sought to be collected from him it by a third party, the Indemnified Party indemnified party shall give promptly send a Claim Notice with respect to such Claim claim to the Indemnifying Partyindemnifying party. If, after receipt of a Claim Notice, If the Indemnifying Party indemnifying party does not notify the Indemnified Party indemnified party within the Notice Period that he, she or it disputes such Claimclaim, then the Indemnifying Party amount of such claim shall be conclusively deemed to have admitted a liability for such Claim in of the amount set forth in the Claim Noticeindemnifying party hereunder. (c) The Indemnifying Party Nothing herein shall be given deemed to prevent any indemnified party from making a claim hereunder for potential or contingent claims or demands provided the opportunity Claim Notice sets forth the specific basis for any such potential or contingent claim or demand and the estimated amount thereof to defend the respective Claimextent then feasible and the indemnified party has reasonable grounds to believe that such a claim or demand will be made. (d) A final determination of a disputed claim as to Damages shall be (i) as to third party claims, a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (ii) as between the Company, the Shareholders and/or the Buyer an award of any arbitration determining the validity of such disputed claim; (iii) a written agreement as to the termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (iv) a written acknowledgement of the indemnifying party that he or it no longer disputes the validity of such

Method of Asserting Claims, Etc. Adverse Consequences shall include the respective damages from and against which the Buyer, the Company and their subsidiaries and affiliates and their respective officers, directors, shareholders, representatives, agents and attorneys (the “Buyer Indemnitees”) or the Sellers and his representatives, agents and attorneys (the “Sellers Indemnitees”), as the case may be, are indemnified as the context requires. The party Person claiming indemnification hereunder, whether a Buyer Indemnitee or Sellers Indemnitee, is hereinafter sometimes referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter sometimes referred to as the “Indemnifying Party.” ”. All Claims claims for indemnification by any an Indemnified Party under this Article 5 Section 8.1 or Section 8.2 hereof, as the case may be, shall be asserted and resolved as follows:: ____________________ * ######## = Material omitted pursuant to a request for Confidential Treatment and submitted separately to the Commission on the date of submission of this Current Report on Form 8-K. (a) In the event that If any Claim claim or demand for which an Indemnifying Party would be liable for Adverse Consequence to an Indemnified Party hereunder is overtly asserted against or sought to be collected from such Indemnified Party by a third partyparty (a “Third Party Claim”), said such Indemnified Party shall, within ten shall with reasonable promptness (10) business but in no event later than five days from after the date upon which Third Party Claim is so asserted or sought against the Indemnified Party has Knowledge of such Claim, Party) notify in writing the Indemnifying Party of such claim or demandThird Party Claim enclosing a copy of all papers served, if any, and specifying the nature of and specific basis for such claim or demand Third Party Claim and the amount or the estimated amount thereof to the extent then feasible (feasible, which estimate shall not be conclusive of the final amount of such Third Party Claim or demand) (the “Claim Notice”). The For this purpose the commencement of any audit or other investigation respecting Taxes shall constitute a Third Party Claim. Notwithstanding the foregoing, failure to so provide a Claim Notice as provided above shall not relieve the Indemnifying Party from its obligation to indemnify the Indemnified Party’s Party with respect to any such Third Party Claim except to the extent that a failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially reasonably sufficient time prejudices the Indemnifying Party’s ability to defend against the claim or demandThird Party Claim. The Indemnifying Party shall have 30 thirty days from the giving delivery of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: Party (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Third Party Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Claims Third Party Claim. (b) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party does not dispute its liability to the Indemnified Party and that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Article 7, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, such Third Party Claim by all appropriate proceedings, which proceedings shall be diligently prosecuted by the Indemnifying Party to a final conclusion or demandsettled at the discretion of the Indemnifying Party (but only if the Indemnifying Party is liable hereunder to the Indemnified Party for the full amount of, and all obligations under, such settlement; otherwise, no such settlement shall be agreed to without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld). If the Indemnifying Party is liable hereunder to the Indemnified Party for the full amount of such Third Party Claim, the Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that any the Indemnified Party is hereby authorized prior authorized, at the sole cost and expense of the Indemnifying Party (but only if the Indemnified Party is actually entitled to and indemnification hereunder or if the Indemnifying Party assumes the defense with respect to the Third Party Claim as permitted hereunder), to file during the Notice Period to file any motion, answer or other pleading pleadings which he the Indemnified Party shall deem necessary or appropriate to protect his its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action which is prejudicial and conclusively causes a final adjudication which is adverse to the Indemnifying Party. In the event that , the Indemnifying Party notifies shall be relieved of its obligations hereunder with respect to such Third Party Claim); and provided further that if requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. The Indemnified Party may participate in, but not control (except if the Indemnifying Party is not allegedly liable hereunder to the Indemnified Party for the full amount of such Third Party Claim, in which case whichever of the Indemnifying Party or the Indemnified Party is allegedly liable for the largest amount of Adverse Consequence with respect to the Third Party Claim shall control), any defense or settlement of any Third Party Claim with respect to which the Indemnifying Party is participating pursuant to this Section 8.4(b), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party fails to notify the Indemnified Party within the Notice Period that he, she or it the Indemnifying Party does not dispute its liability for indemnification under this Article 5 to the Indemnified Party and that such person the Indemnifying Party desires to defend the Indemnified Party against such claim or demand and except as hereinafter providedpursuant to this Article 7, then the Indemnifying Indemnified Party shall have the right to defend defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly settled or and vigorously prosecuted by him the Indemnified Party to a final conclusionconclusion or settled. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses full control of such counsel shall be at the expense of such Indemnified Party except to the extent defense and proceedings, including any compromise or settlement thereof; provided, however, that the employment thereof has been specifically authorized if requested by the Indemnifying Party in writingIndemnified Party, the Indemnifying Party has failed after a reasonable period of time to assume such defense agrees, at the sole cost and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position expense of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material ConflictParty, the Indemnified Party agrees to cooperate with the Indemnifying Indemnified Party and his, her or its counsel in contesting any Third Party Claim or demand which the Indemnifying Indemnified Party elects to contest is contesting, or, if appropriate and related to the Third Party Claim in question, in making any Counterclaim counterclaim against the person Person asserting the third party Claim or demandThird Party Claim, or any cross-complaint against any personPerson. No Claim for which indemnity is sought hereunder and for which Notwithstanding the foregoing provisions of this Section 8.4(c), if the Indemnifying Party has acknowledged timely notified the Indemnified Party that the Indemnifying Party disputes its liability for indemnification under to the Indemnified Party and if such dispute is resolved in favor of the Indemnifying Party by final, non-appealable order of a court of competent jurisdiction, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Article 5 may be settled without the consent Section 8.4(c) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of such litigation. The Indemnifying Party may participate in, which consent but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 8.4(c) (other than a dispute as to the Indemnifying Party’s liability to the Indemnified Party) and the Indemnifying Party shall not be unreasonably withheld or delayedbear its own costs and expenses with respect to such participation. (bd) In the event If any Indemnified Party should have a Claim claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third partyThird Party Claim, the Indemnified Party shall give a Claim Notice with respect to such Claim to notify the Indemnifying Party of such claim by the Indemnified Party, specifying the nature of and specific basis for such claim and the amount of the estimated amount of such claim (the “Indemnity Notice”). If, after receipt of a Claim Notice, If the Indemnifying Party does not notify the Indemnified Party within thirty days from delivery of the Indemnity Notice Period that he, she or it disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for disputes such Claim in claim, the amount set forth in or estimated amount of such claim as specified by the Claim Notice. (c) The Indemnifying Indemnified Party shall be given conclusively deemed a liability of the opportunity to defend Indemnifying Party. If the respective ClaimIndemnifying Party has timely disputed such claim, as provided above, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction or as the parties otherwise at such time agree.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such All claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 ARTICLE 7 shall be asserted and resolved as follows: (a) In the event that any Claim claim or demand for which an Indemnifying Party the Seller would be liable to an Indemnified Party the Purchaser hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, Purchaser shall promptly notify the Indemnifying Party Seller in writing of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim claim or demand) (the “Claim Notice”"CLAIM NOTICE"). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party Seller shall have 30 days from the giving its receipt of the Claim Notice (the “Notice Period”"NOTICE PERIOD") to notify the Indemnified Party: Purchaser (i) whether or not the Indemnifying Party Seller disputes the its liability of the Indemnifying Party to the Indemnified Party Purchaser hereunder with respect to such Claim claim or demand, and (ii) if the Seller does not dispute such liability, whether or not the Indemnifying Party it desires, at the its sole cost and expense of the Indemnifying Partyexpense, to defend the Indemnified Party Purchaser against such Claims claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party Seller notifies the Indemnified Party Purchaser within the Notice Period that he, she or it the Seller does not dispute such liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand and except as hereinafter provideddemand, then the Indemnifying Party Seller shall have the right to defend the claim. If the Purchaser desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If the Seller disputes its liability with respect to such claim or demand or elects not to defend against such claim or demand, whether by all appropriate proceedingsnot giving timely notice as provided above or otherwise, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified Party then the Purchaser shall have the right to employ separate counsel in defend against such claim or demand (but the Purchaser shall not have any obligation to contest any such action claim or demand), and participate in the that portion thereof as to which such defense thereofis unsuccessful, but the fees and expenses of such counsel shall be at conclusively deemed to be a liability of the expense of such Indemnified Party except Seller hereunder (subject, if the Seller has timely disputed liability, to the extent a determination that the employment thereof has been specifically authorized disputed liability is covered by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”these indemnification provisions). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (b) In the event any Indemnified Party that the Purchaser should have a Claim claim against any Indemnifying Party the Seller hereunder which that does not involve a Claim claim or demand being asserted against or sought to be collected from him it by a third party, the Indemnified Party Purchaser shall give promptly send a Claim Notice with respect to such Claim claim to the Indemnifying PartySeller. If, after receipt of a Claim Notice, If the Indemnifying Party Seller does not notify the Indemnified Party Purchaser within the Notice Period that he, she or it its disputes such Claimclaim, then the Indemnifying Party amount of such claim shall be conclusively deemed to have admitted a liability for such Claim in of the amount set forth in the Claim NoticeSeller hereunder. (c) The Indemnifying Party All claims for indemnification made by the Seller under this Agreement shall be given asserted and resolved under the opportunity to defend the respective Claimprocedures set forth above in this SECTION 7.2 by substituting, as appropriate, "Purchaser" for "Seller" and "Seller" for "Purchaser."

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such All claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 hereunder shall be asserted and resolved as follows:set forth in this Section 8.3. (a) In the event that any Claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted obtains knowledge of any claim as to which recovery may be sought against Indemnifying Party pursuant to the indemnity provided for in Section 8.2, or sought to be collected from such of the commencement of any legal proceedings against an Indemnified Party by a any third partyparty as to which such recovery may be sought under Section 8.2, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of shall promptly, but in no event later than 15 days after obtaining such Claimknowledge, notify give notice to the Indemnifying Party of such claim or demandproceedings, specifying the nature of and specific basis for such claim or demand and including the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or claim and demand) (the “"Claim Notice”"). The Indemnified Party’s failure Failure to so notify give the Indemnifying Party Claim Notice in accordance with the provisions of this Agreement foregoing terms shall not relieve the Indemnifying Party of any liability hereunder unless such failure materially prejudices only to the extent that Indemnifying Party’s ability to defend against the claim or demandParty has suffered actual prejudice thereby. The Indemnifying Party shall have 30 days from the giving personal delivery or mailing of the Claim Notice (the “"Notice Period”") to notify the Indemnified Party: (i) Party whether or not it desires to defend (or permit any of its predecessors (a "Permitted Designee") to defend) the Indemnifying Indemnified Party disputes the liability of against such claim or demand. Failure by the Indemnifying Party to notify the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, its election to defend the Indemnified Party against within the Notice Period shall be deemed a waiver by Indemnifying Party of its right to defend such Claims action. An election to assume the defense of such claim or demanddemand shall be deemed to be an admission that the claim or demand relating thereto is within the scope of indemnification hereunder. The Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or proceedings or litigation resulting therefrom only so long as (i) the Indemnifying Party is represented by counsel reasonably satisfactory to the Indemnified Party and (ii) such claim is solely for monetary damages (except with respect to Remedial Actions, as set forth below). All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he amount of such expenses shall deem necessary or appropriate to protect his interests or those be a liability of the Indemnifying Party and not prejudicial hereunder, subject to the Indemnifying Partylimitations set forth in this Article VIII. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend or permit a Permitted Designee to defend or conduct Remedial Action for, as the case may be, the Indemnified Party against such claim or demand and demand, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by all appropriate proceedings. If Indemnifying Party undertakes a Remedial Action at the Site, which proceedings such actions shall be promptly settled or prosecuted by him taken in a manner which minimizes any adverse impact (b) With respect to a final conclusion. The any Loss for which any Indemnified Party is indemnified under Section 8.2 of this Agreement, the resolution of which involves Remedial Action, the Indemnifying Party shall have the right right, upon timely written notice, to employ separate counsel in any conduct or control the Remedial Action, or permit their Permitted Designee to conduct or control such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by Remedial Action (if the Indemnifying Party is required to permit such Permitted Designee to assume and control such Remedial Action pursuant to any agreement it has made with such Permitted Designee as in writingeffect as of the date hereof), and any such Remedial Action shall only be required to meet the "Minimum Cleanup Standard." For purposes of this Agreement, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in "Minimum Cleanup Standard" shall mean the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”)least stringent standard acceptable under applicable Environmental Laws. If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent Seller shall not be unreasonably withheld or delayed. (b) In the event any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third party, the Indemnified Party shall give a Claim Notice responsible for Losses with respect to such Claim Pre-Closing Environmental Liabilities as a result of the aggravation or exacerbation of any Pre-Closing Environmental Liability resulting from any negligence of the Purchaser, any agent or invitee after the Closing Date. It is intended that the scope of the indemnity for Pre-Closing Environmental Liabilities with respect to the Indemnifying Party. If, after receipt time period prior to the Seller's acquisition of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it disputes such Claim, then the Indemnifying Party Business from Harr▇▇ ▇▇▇poration shall be deemed no greater than the indemnity given by Harr▇▇ ▇▇▇poration to have admitted liability for such Claim Seller in the amount set forth Harr▇▇ ▇▇▇eement; provided however that any failure of Harr▇▇ ▇▇ pay or failure of Harr▇▇ ▇▇ agree to their responsibility with respect to a claim between Seller and Harr▇▇ ▇▇▇ll not be dispositive of any claim under this Agreement. Notwithstanding any other -48- 55 provision of this Section 8.3(b) or of the Agreement, and notwithstanding any response which Harr▇▇ ▇▇▇ give Seller regarding Seller's claims against Harr▇▇ ▇▇▇er the Harr▇▇ ▇▇▇eement, it is understood that Purchaser shall be entitled under Section 8.2 of the Agreement to indemnification from Seller for any and all costs to negotiate or to document with a Governmental Authority a response to the requirements of any Governmental Authority to address, or to obtain, install or modify, but not operate, any equipment needed to comply with the requirements of any Governmental Authority to address: (1) wastewater discharges having pH of less than 5.0 as described in a December 1, 2000 letter from the United States Environmental Protection Agency to Seller; (2) treatment in the Claim Noticewastewater treatment plant of fluoride in the wastewater; or (3) treatment of suspended solids in wastewater as described in a December 5, 2000 letter from the Mountaintop Area Joint Sanitary Authority to Seller. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 shall be asserted as follows: (a) In the event that any Claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within ten (10) business days from the date upon which the Indemnified Party has Knowledge of such Claim, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim or demand) (the “Claim Notice”). The Indemnified Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demand. The Indemnifying Party shall have 30 days from the giving of the Claim Notice (the “Notice Period”) to notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Claims or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it he does not dispute liability for indemnification under this Article 5 and that such person he desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by him to a final conclusion. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its his counsel in contesting any Claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (b) In the event any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third party, the Indemnified Party shall give a Claim Notice with respect to such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it he disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Notice. (c) Indemnification under this paragraph 5.3 shall be the Indemnified Party’s exclusive remedy. The Indemnifying Party shall be given the opportunity to defend the respective Claim.

Method of Asserting Claims, Etc. The party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such All claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification by any Indemnified Party under this Article 5 hereunder shall be asserted and resolved as follows: set forth in this Section 9.3 except for claims pursuant to Article V hereof (a) as to which the provisions of Article V shall be applicable). In the event that any Claim written claim or demand for which an Indemnifying Party would be liable to an any Indemnified Party hereunder is asserted against or sought to be collected from such any Indemnified Party by a third party, said such Indemnified Party shallshall promptly, within ten (10) business days from the date upon which the but in no event more than 30 Business Days following such Indemnified Party has Knowledge Party's actual receipt of such Claimclaim or demand, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive in any manner prejudice the right of the final amount of such Claim or demandIndemnified Party to indemnification to the fullest extent provided hereunder) (the “"Third Party Claim Notice”). The ") and in the event that an Indemnified Party’s failure to so Party shall assert a claim for indemnity under this Article IX, not including a third party claim, the Indemnified Party shall notify the Indemnifying Party promptly following its discovery of the facts or circumstances giving rise thereto (together with a Third Party Claim Notice, a "Claim Notice"); provided, that no such notice need be provided to an Indemnifying Party if the Deductible has not been exceeded and will not be exceeded by such claim or demand; and provided, further, that the failure to notify on the part of the Indemnified Party in accordance with the provisions of this Agreement manner set forth herein shall not relieve foreclose any rights otherwise available to such Indemnified Party hereunder, except to the extent that the Indemnifying Party of liability hereunder unless is prejudiced by such failure materially prejudices the Indemnifying Party’s ability to defend against the claim or demandnotify. The Indemnifying Party shall have 30 days from the giving personal delivery or mailing of the Third Party Claim Notice (except that such a period shall be decreased to a time 10 days before a scheduled appearance date in a litigated matter) (the “"Notice Period”") to notify the Indemnified Party: Party (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim claim or demand, demand and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, it desires to defend the Indemnified Party against such Claims claim or demand, which it shall not be entitled to do until the Deductible is exceeded. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party; provided, however, that any Indemnified Party is hereby authorized prior to the amount of such costs and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary or appropriate to protect his interests or those of expenses incurred by the Indemnifying Party shall be separate and apart from, and shall not prejudicial to be included in, the Indemnifying PartyMaximum Amount. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he, she or it does not dispute liability for indemnification under this Article 5 and that such person desires to defend the Indemnified Party against such claim or demand demand, which it shall not be entitled to do until the Deductible is exceeded and except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by all appropriate proceedingsproceedings and by counsel reasonably acceptable to the Indemnified Party. If any Indemnified Party desires to participate in, which proceedings shall be promptly settled but not control, any such defense or prosecuted by him to a final conclusionsettlement it may do so at its sole cost and expense. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after not settle a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his, her or its counsel in contesting any Claim claim or demand which the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any Counterclaim against the person asserting the third party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Article 5 may be settled without the consent of the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent shall not be unreasonably withheld order, injunction or delayed. (b) In decree which would restrict the event any Indemnified Party should future activity or conduct of, or which would otherwise have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand being asserted against or sought to be collected from him by a third partymaterial adverse effect on, the Indemnified Party shall give a Claim Notice with respect or any subsidiary or Affiliate thereof. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion of any such claim or demand as to which such defense is unsuccessful (and all reasonable costs and expenses pertaining to such Claim defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 9.1 hereof. To the extent the 21 22 Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give to the Indemnifying Party and its counsel reasonable access to all business records and other documents relevant to such defense or settlement, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its best efforts in the defense of all such claims, and in connection therewith shall be entitled to reimbursement by the Indemnifying Party of expenses directly related to efforts undertaken at the specific request of the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified Party within the Notice Period that he, she or it disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for such Claim in the amount set forth in the Claim Notice. (c) The Indemnifying Party shall be given the opportunity to defend the respective Claim.ARTICLE X