Common use of Method of Asserting Claims Clause in Contracts

Method of Asserting Claims. Whenever any Claim shall arise for indemnification under this Section 20, the indemnified party will give prompt written notice to the indemnifying party of such Claim, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not control) the defense of any such Claim, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceeding.

Method of Asserting Claims. Whenever any Claim shall arise All claims for indemnification by any Indemnified Party under this Section 2010.01 will be asserted and resolved as follows: In the event any claim or demand in respect of which an Indemnifying Party might seek indemnity under Section 10.01 is asserted against or sought to be collected from such Indemnified Party by a Person other than Seller, the indemnified party will give prompt written notice Company, Purchaser or any Affiliate of any Seller or Purchaser (a "Third Party Claim"), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the indemnifying party Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, stating the nature, basis and (Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent known) amount that the Indemnifying Party's ability to defend has been irreparably prejudiced by such failure of the Indemnified Party. The Indemnifying Party will notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 10.01 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 10.02(a), then the Indemnifying Party will have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party will not be indemnified in full pursuant to Section 10.01). The Indemnifying Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party's delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause (i), and shall cooperate fully except as provided in the defensepreceding sentence, the Indemnified Party will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 10.01 with respect to such Third Party Claim. If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to Section 10.02(a), or compromise of if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim; provided that failure , or if the Indemnifying Party fails to give prompt any notice shall not jeopardize whatsoever within the Dispute Period, then the Indemnified Party will have the right to defend, at the sole cost and expense of the indemnified party to indemnification unless such failure shall have materially prejudiced Indemnifying Party, the ability Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the indemnified party to defend such Claim. The indemnifying party shall have Indemnified Party (with the sole right to select counsel for the defense of such Claim, subject to the approval consent of the indemnified party (Indemnifying Party, which approval shall consent will not be unreasonably withheld) and to ). The Indemnified Party will have full control the defense, settlement or compromise of such Claimdefense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this clause (ii) or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party will reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The indemnified party shall have the right to Indemnifying Party may participate in (in, but not control) , any defense or settlement controlled by the defense of any Indemnified Party pursuant to this clause (ii), and the Indemnifying Party will bear its own costs and expenses with respect to such participation. If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to the Indemnified Party with respect to the Third Party Claim under Section 10.01 or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim, the Loss in the amount specified in the Claim Notice will be conclusively deemed a liability of the Indemnifying Party under Section 10.01 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with its counsel respect to such claim, the Indemnifying Party and at its own expensethe Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by arbitration in accordance with paragraph (c) of this Section 10.02. In the event any Indemnified Party should have a claim under Section 10.01 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The indemnified party failure by any Indemnified Party to give the Indemnity Notice shall not settle impair such party's rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or compromise any Claim fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 10.01 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by arbitration in accordance with paragraph (c) of this Section 10.02. Any dispute submitted to arbitration pursuant to this Section 10.02 shall be finally and conclusively determined by the decision of a board of arbitration consisting of three (3) members (hereinafter sometimes called the "Board of Arbitration") selected as hereinafter provided. Each of the Indemnified Party and the Indemnifying Party shall select one (1) member and the third member shall be selected by mutual agreement of the other members, or if the other members fail to reach agreement on a third member within twenty (20) days after their selection, such third member shall thereafter be selected by the ICC (as defined in Section 13.12) upon application made to it for such purpose by the Indemnified Party. The Board of Arbitration shall meet in Hong Kong or such other place as a majority of the members of the Board of Arbitration determines more appropriate, and shall reach and render a decision in writing (concurred in by a third party for which it is entitled to indemnification hereunder without the prior written consent majority of the indemnifying party. The indemnifying party shall obtain the prior written approval members of the indemnified party (which approval may not be unreasonably withheldBoard of Arbitration) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent with respect to the entry of any judgment in any pending or threatened Claimamount, action or cause of actionif any, suit or proceeding which the Indemnifying Party is required to pay to the Indemnified Party in respect of which indemnification may a claim filed by the Indemnified Party. In connection with rendering its decisions, the Board of Arbitration shall adopt and follow such rules and procedures as a majority of the members of the Board of Arbitration deems necessary or appropriate. To the extent practical, decisions of the Board of Arbitration shall be sought thereunder rendered no more than thirty (whether 30) calendar days following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnified Party and the Indemnifying Party. Any decision made by the Board of Arbitration (either prior to or not after the expiration of such thirty (30) calendar day period) shall be final, binding and conclusive on the Indemnified Party and the Indemnifying Party and entitled to be enforced to the fullest extent permitted by law and entered in any such indemnified party is a court of competent jurisdiction. Each party to any arbitration shall bear its own expense in relation thereto, including but not limited to such Claimparty's attorneys' fees, action or cause if any, and the expenses and fees of actionthe member of the Board of Arbitration appointed by such party, suit or proceeding)provided, unless such settlementhowever, compromise or consent includes an unconditional release that the expenses and fees of all such indemnified parties from all liability arising out the third member of such Claim, action, suit or proceeding.the Board of Arbitration and any other expenses of the Board of Arbitration not capable of being attributed to any one member shall be borne in equal parts by the Indemnifying Party and the Indemnified Party. ARTICLE XI: TERMINATION

Method of Asserting Claims. Whenever All claims for indemnification by any Claim Indemnified Party under this Article VII shall arise for be asserted and resolved as follows: If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Section 20Agreement, the indemnified party will Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the indemnifying party of such ClaimIndemnified Party, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is a Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Purchaser, the Companies or any of their Subsidiaries, or (y) seeks an injunction or other equitable relief against the Indemnified Parties. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 7.5(b), it shall have the approval right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such ClaimIndemnified Party. The indemnified party Indemnified Party shall have the right to participate in (but not control) the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 7.5(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Sellers and Purchasers shall cooperate with its counsel each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to indemnification hereunder without the prior written consent defending party, management employees of the indemnifying party. The indemnifying non-defending party shall obtain as may be reasonably necessary for the prior written approval preparation of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise defense of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Third Party Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceeding.

Method of Asserting Claims. Whenever any Claim shall arise All claims for indemnification under by any DISH Indemnified Person or EchoStar Indemnified Person (each an “Indemnified Party”) shall be asserted and resolved as set forth in this Section 204.4. Any Indemnified Party seeking indemnity pursuant to Section 4.1 or Section 4.2 shall notify in writing the Party from whom indemnification is sought (the “Indemnifying Party”) of such demand for indemnification. The Indemnifying Party shall have *** from the personal delivery or mailing of such notice (the “Notice Period”) to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. or demand with respect to a claim or demand based on a third party claim (a “Third Party Claim”). In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that, with respect to a Third Party Claim, it desires to defend the Indemnified Party against such Third Party Claim, the indemnified party will give prompt written notice to the indemnifying party of such Claim, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party Indemnifying Party shall have the right to participate in defend the Indemnified Party at the Indemnifying Party’s sole cost and expense and with counsel (but not controlplus local counsel if appropriate) reasonably satisfactory to the defense of any such ClaimIndemnified Party. No Indemnifying Party shall, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party willIndemnified Party, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in or enter into any pending or threatened Claim, settlement agreement with respect to any action or cause of action, suit or proceeding in respect of which indemnification may be is sought thereunder under Sections 4.1 or 4.2 (whether or not any such indemnified the Indemnified Party is an actual or potential party is a party to such Claim, action or cause of action, suit or proceedingthereto), unless such settlementcompromise, compromise consent or consent includes an unconditional release settlement involves only the payment of all money damages for which the Indemnifying Party will indemnify the Indemnified Party hereunder. If the right to assume and control the defense is exercised, the Indemnified Party shall have the right to participate in, but not control, such indemnified parties from all liability arising out defense at its own expense and the Indemnifying Party’s indemnity obligations shall be deemed not to include attorneys’ fees and litigation expenses incurred in such participation by the Indemnified Party after the assumption of the defense by the Indemnifying Party in accordance with the terms of this Agreement; provided, however, that the Indemnified Parties collectively shall be entitled to employ one firm or separate counsel (plus local counsel if appropriate) to represent the Indemnified Party if, in the opinion of counsel to each Indemnified Party seeking to employ such separate counsel, a conflict of interest between such Indemnified Party or Parties and the Indemnifying Party exists in respect of such Claimclaim and in each such event, actionthe fees, suit costs and expenses of one such firm or proceedingseparate counsel (plus one local counsel per jurisdiction if appropriate) shall be paid in full by the Indemnifying Party. If the Indemnifying Party has not elected to assume the defense of a Third Party Claim within the Notice Period, the Indemnified Party may defend and settle the claim for the account and cost of the Indemnifying Party; provided that the Indemnified Party will not settle the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnified Party shall cooperate with the Indemnifying Party and, subject to obtaining proper assurances of confidentiality and privilege, shall make available to the Indemnifying Party all pertinent information under the control of the Indemnified Party. Notwithstanding the foregoing, in the case of a Third Party Claim regarding Taxes, (i) the Indemnifying Party shall not settle or compromise any such claim without the written consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed and (ii) a DISH Party shall only control such a claim if it is solely with respect to a taxable year or other taxable period that ends on or before the Closing Date.

Method of Asserting Claims. Whenever (a) In the event that any Claim shall arise for indemnification under this Section 20of the Indemnified Parties is made a defendant in or party to any Claim, the indemnified party will Indemnified Party shall give prompt the Indemnifying Party written notice thereof within thirty (30) days of its knowledge of the same. The failure to the indemnifying party of give such Claim, stating the nature, basis notice timely shall not affect any Indemnified Party’s right to indemnification unless (and (then only to the extent knownthat) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have or delay has materially prejudiced and adversely affected the Indemnifying Party’s ability of the indemnified party to defend successfully a Claim. The Indemnifying Party shall be entitled to contest and defend such Claim provided it diligently contests and defends such Claim. Notice of the intention so to contest and defend shall be given by the Indemnifying Party to the Indemnified Party within fifteen (15) Business Days after the Indemnified Party’s notice of such Claim (but, in all events, at least five (5) Business Days prior to the date that an answer to such Claim is due to be filed taking into account any extensions to file a responsive pleading obtained by either Party). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnifying Party at its sole cost and expense. The indemnifying party Indemnified Party shall have be entitled at any time, at its own cost and expense (which expense shall not constitute a Loss), to participate in such contest and defense and to be represented by attorneys of its or their own choosing; provided, however, that if the sole right Indemnifying Party does not or ceases to select counsel for conduct the defense of such ClaimClaim actively and diligently, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not controli) the defense of any such ClaimIndemnified Party may defend against, and, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party Indemnifying Party (which approval may consent will not be unreasonably withheld) before ceasing to defend against such third party claim , conditioned or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party willdelayed), without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in or enter into any pending or threatened settlement with respect to, such Claim, action (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against such Claim, including reasonable attorneys’ fees and expenses and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer as a result of such Claim to the full extent provided in this Agreement. If the Indemnified Party elects to participate in such defense, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the conduct of such defense. Neither the Indemnified Party nor the Indemnifying Party may concede, settle or cause compromise any Claim without the consent of actionthe other Party, suit which consent shall not be unreasonably withheld, conditioned or proceeding delayed, if pursuant to or as a result of such concession, settlement or compromise, (i) injunctive relief or specific performance would be imposed against the Indemnified Party, (ii) such concession, settlement or compromise would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or (iii) such concession, settlement or compromise will not result in a full release of the Indemnified Party with respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim. Notwithstanding the foregoing, action in the event the Indemnifying Party fails or cause is not entitled to contest and defend a Claim, the Indemnified Party shall be entitled to contest, defend and settle such Claim in such manner and on such terms as the Indemnified Party may deem appropriate and the Indemnified Party shall be entitled to recover from the Indemnifying Party the amount of actionany settlement or judgment and, suit on an ongoing basis, all costs and expenses of the Indemnified Party with respect thereto, including interest from the date such costs and expenses were incurred. If at any time, in the reasonable opinion of the Indemnified Party, notice of which shall be given in writing to the Indemnifying Party, any Claim seeks relief which could have a material adverse effect on any Indemnified Party, the Indemnified Party shall have the right to control or proceeding)assume (as the case may be) the defense of any such Claim and the amount of any judgment or settlement and the reasonable costs and expenses of defense shall be included as part of the indemnification obligations of the Indemnifying Party hereunder. If the Indemnified Party should elect to exercise such right, unless such settlementthe Indemnifying Party shall have the right to participate in, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out but not control, the defense of such Claim, action, suit or proceedingClaim at the sole cost and expense of the Indemnifying Party.

Method of Asserting Claims. Whenever In the event that any Claim written claim or demand for which Seller or Buyer, as the case may be (an “Indemnifying Party”), may be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall arise for indemnification under this Section 20promptly, the indemnified party will give prompt written notice to the indemnifying party but in no event later than ten (10) days following such Indemnified Party’s receipt of such Claimclaim or demand, stating notify in writing the nature, basis Indemnifying Party of such claim or demand and (the amount or the estimated amount thereof to the extent knownthen feasible (which estimate shall not be conclusive of the final amount of such claim or demand) amount thereof(the “Claim Notice”). The Indemnifying Party shall (i) have no liability with respect to any expenses incurred by the Indemnified Party prior to the time the Claim Notice is delivered to the Indemnifying Party 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 Indemnified Party fails to timely deliver the Claim Notice and the Indemnifying Party is materially prejudiced thereby; provided, however, that the preceding portion of this sentence shall not apply to the extent that the Indemnifying Party has knowledge of such Claim prior to the Indemnified Party’s delivery of the Claim Notice. The Indemnifying Party shall have ten (10) days after the personal delivery or mailing of the Claim Notice, whichever is later (the “Notice Period”), to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demand and shall cooperate fully during the Notice Period and thereafter be provided by the Indemnified Party with such information relating to the claim or demand as the Indemnifying Party shall request. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be borne by the Indemnifying Party. Except as hereinafter provided, in the defense, settlement or compromise of such Claim; provided event that failure to give prompt notice shall not jeopardize the right of Indemnifying Party notifies the indemnified party to indemnification unless such failure shall have materially prejudiced Indemnified Party within the ability of the indemnified party Notice Period that it desires to defend the Indemnified Party against such Claim. The indemnifying party claim or demand, the Indemnifying Party shall have the sole right power to select counsel for direct and control such defense. If the Indemnifying Party so elects to assume the defense of such Claimclaim, subject the Indemnifying Party shall not be liable to the approval 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 an Indemnifying Party or admit to any liability with respect to such claim or demand without the prior written consent of the indemnified party Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which approval 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. 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 control cause the defenseemployees and counsel of the Indemnified Party to assist, settlement or compromise in defense of such Claimclaim. The indemnified party If the Indemnifying Party elects not to defend the Indemnified Party, the Indemnified Party shall 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. In any event, the Indemnifying Party shall have the right to participate in (but not control) the defense or settlement of any such Claim, with its counsel and third party claim or demand for which the Indemnifying Party may be liable hereunder at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceeding.

Method of Asserting Claims. Whenever any Claim shall arise All claims for indemnification by any Indemnified Party under this Section 20, 7.2 will be asserted and resolved as follows: In the indemnified party will give prompt written notice to the indemnifying party of such Claim, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not control) the defense of event any such Claim, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding demand in respect of which indemnification may an Indemnifying Party might seek indemnity under Section 7.2 is asserted against or sought to be sought thereunder collected from such Indemnified Party by a Person other than the Company Shareholders or the Indemnifying Officer, Parent or any Affiliate of any Company Shareholders, Indemnifying Officer or Parent (a "Third Party Claim"), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party's ability to defend has been irreparably prejudiced by such failure of the Indemnified Party. The Indemnifying Party will notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 7.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. In the event any Indemnified Party should have a claim under Section 7.2 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party's rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 7.2 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by arbitration in accordance with paragraph (c) of this Section 7.3. Any dispute submitted to arbitration pursuant to this Section 7.3 shall be finally and conclusively determined by the decision of a board of arbitration consisting of three (3) members (hereinafter sometimes called the "Board of Arbitration") selected as hereinafter provided. Each of the Indemnified Party and the Indemnifying Party shall select one (1) member and the third member shall be selected by mutual agreement of the other members, or if the other members fail to reach agreement on a third member within twenty (20) days after their selection, such third member shall thereafter be selected by the American Arbitration Association upon application made to it for such purpose by the Indemnified Party. The Board of Arbitration shall meet in Florida or such other place as a majority of the members of the Board of Arbitration determines more appropriate, and shall reach and render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to the amount, if any, which the Indemnifying Party is required to pay to the Indemnified Party in respect of a claim filed by the Indemnified Party. In connection with rendering its decisions, the Board of Arbitration shall adopt and follow such rules and procedures as a majority of the members of the Board of Arbitration deems necessary or appropriate. To the extent practical, decisions of the Board of Arbitration shall be rendered no more than thirty (30) calendar days following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnified Party and the Indemnifying Party. Any decision made by the Board of Arbitration (either prior to or after the expiration of such thirty (30) calendar day period) shall be final, binding and conclusive on the Indemnified Party and the Indemnifying Party and entitled to be enforced to the fullest extent permitted by law and entered in any such indemnified party is a court of competent jurisdiction. Each party to any arbitration shall bear its own expense in relation thereto, including but not limited to such Claimparty's attorneys' fees, action or cause if any, and the expenses and fees of actionthe member of the Board of Arbitration 48 appointed by such party, suit or proceeding)provided, unless such settlementhowever, compromise or consent includes an unconditional release that the expenses and fees of all such indemnified parties from all liability arising out the third member of such Claim, action, suit or proceedingthe Board of Arbitration and any other expenses of the Board of Arbitration not capable of being attributed to any one member shall be borne in equal parts by the Indemnifying Party and the Indemnified Party.

Method of Asserting Claims. Whenever any Claim shall arise All claims for indemnification under by any DISH Indemnified Person or EchoStar Indemnified Person (each, an “Indemnified Party”) shall be asserted and resolved as set forth in this Section 208.4. Any Indemnified Party seeking indemnity pursuant to Section 8.1 or Section 8.2 shall notify in writing the Party from whom indemnification is sought (the “Indemnifying Party”) of such demand for indemnification. The Indemnifying Party shall have thirty (30) days from the personal delivery or mailing of such notice (the “Notice Period”) to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demand with respect to a claim or demand based on a Third Party Claim. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that, with respect to a Third Party Claim, it desires to defend the Indemnified Party against such Third Party Claim, the indemnified party will give prompt written notice to the indemnifying party of such Claim, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party Indemnifying Party shall have the right to participate in defend the Indemnified Party at the Indemnifying Party’s sole cost and expense and with counsel (but not controlplus local counsel if appropriate) reasonably satisfactory to the defense of any such ClaimIndemnified Party. No Indemnifying Party shall, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party willIndemnified Party, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in or enter into any pending or threatened Claim, settlement agreement with respect to any action or cause of action, suit or proceeding in respect of which indemnification may be is sought thereunder under Section 8.1 or Section 8.2 (whether or not any such indemnified the Indemnified Party is an actual or potential party is a party to such Claim, action or cause of action, suit or proceedingthereto), unless such settlementcompromise, compromise consent or consent includes an unconditional release settlement involves only the payment of all money damages for which the Indemnifying Party will indemnify the Indemnified Party hereunder. If the right to assume and control the defense is exercised, the Indemnified Party shall have the right to participate in, but not control, such indemnified parties from all liability arising out defense at its own expense and the Indemnifying Party’s indemnity obligations shall be deemed not to include attorneys’ fees and litigation expenses incurred in such participation by the Indemnified Party after the assumption of the defense by the Indemnifying Party in accordance with the terms of this Agreement; provided, however, that the Indemnified Parties collectively shall be entitled to employ one firm or separate counsel (plus local counsel if appropriate) to represent the Indemnified Parties if, in the opinion of counsel to each Indemnified Party seeking to employ such separate counsel, a conflict of interest between such Indemnified Party or Parties and the Indemnifying Party exists in respect of such Claimclaim and in each such event, actionthe fees, suit costs and expenses of one such firm or proceedingseparate counsel (plus one local counsel per jurisdiction if appropriate) shall be paid in full by the Indemnifying Party. If the Indemnifying Party has not elected to assume the defense of a Third Party Claim within the Notice Period, the Indemnified Party may defend and settle the claim for the account and cost of the Indemnifying Party; provided, that the Indemnified Party will not settle the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnified Party shall cooperate with the Indemnifying Party and, subject to obtaining proper assurances of confidentiality and privilege, shall make available to the Indemnifying Party all pertinent information under the control of the Indemnified Party.

Method of Asserting Claims. Whenever any Claim shall arise for indemnification under this Section 2019, the indemnified party will give prompt written notice to the indemnifying party of such Claim, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not control) the defense of any such Claim, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceeding.

Method of Asserting Claims. Whenever any Claim shall arise for indemnification under this Subject to the time period set forth in Section 2011.4 hereof with respect to survival of representations and warranties, the indemnified party seeking indemnity (“Indemnitee”) will give prompt written notice to the indemnifying party providing indemnity (“Indemnitor”) of such Claimany Claim which it discovers or of which it receives notice after the Closing and which might give rise to a Claim by it against the Indemnitor under Article 11 hereof, stating the nature, basis and (to the extent known) amount thereof. In case of any Claim or suit by a third party or by any governmental body, or any legal, administrative or arbitration proceeding with respect to which the Indemnitor may have liability under the indemnity agreement contained in this Article 11, the Indemnitor shall be entitled to participate therein, and, to the extent desired by it or them, to assume the defence thereof, and shall cooperate fully after notice from the Indemnitor to Indemnitee of the election so to assume the defence thereof, the Indemnitor will not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with the defensedefence thereof, settlement or compromise other than reasonable costs of investigation, unless the Indemnitor does not actually assume the defence thereof following notice of such Claim; provided that failure election. Indemnitee and the Indemnitor will render to each other such assistance as may reasonably be required of each other in order to insure proper and adequate defence of any such suit, Claim or proceeding. Indemnitee will not make any settlement of any Claim which might give prompt notice shall not jeopardize rise to liability of an Indemnitor under the right indemnity agreements contained in this Section without the written consent of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such ClaimIndemnitor, subject to the approval of the indemnified party (which approval consent shall not be unreasonably withheld) and , unless Indemnitee in the good faith exercise of its discretion, deems itself insecure with respect to control Indemnitor’s ability to pay the defense, settlement or compromise of such Claim. The indemnified party If the Indemnitor shall have the right desire and be able to participate in (but not control) the defense effect a bona fide compromise or settlement of any such suit, Claim, with its counsel or proceeding and at its own expense. The indemnified party Indemnitee shall not settle or compromise any Claim by a third party for which it is entitled unreasonably refuse to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or settlement, then the Indemnitor’s liability under this Article 11 with respect to such suit, Claim or proceeding shall be limited to the amount so offered in compromise or settlement together with all legal and other expenses which may have been incurred prior to the date on which the Indemnitee has refused to consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceedingsettlement.

Method of Asserting Claims. Whenever (a) Other than with respect to claims arising under Section 12.02(b), all claims for indemnification by any Claim Indemnified Party under this Article XII shall arise be asserted and resolved as provided in this Section 12.05 and in Section 12.06. In the event any Indemnified Party shall have a claim for indemnification under this Section 2012.02 or 12.03 hereof against any Indemnifying Party, the indemnified party will give prompt written notice Indemnified Party shall deliver an Indemnity Notice to the indemnifying party Indemnifying Party within a period of forty-five (45) days following the date on which the Indemnified Party becomes aware of such Claimclaim. The failure by any Indemnified Party to give such Indemnity Notice (provided such notice is given within one (1) year of the date hereof) shall not impair such party's rights hereunder, stating the nature, basis and (except to the extent known) that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice, or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Losses in the amount thereofspecified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 12.02 or 12.03, hereof, as the case may be, and the Indemnifying Party shall cooperate fully in immediately pay the defense, settlement or compromise amount of such Claim; provided that failure Losses to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such ClaimIndemnified Party on demand, subject to the approval provisions of Section 12.06 hereof. If the indemnified party (which approval shall not be unreasonably withheld) Indemnifying Party notifies the Indemnified Party within the Dispute Period that it disputes the claim described in the Indemnity Notice, the Indemnifying Party and the Indemnified Party will proceed in good faith to control the defense, settlement or compromise negotiate a resolution of such Claim. The indemnified party dispute, and, if not resolved through negotiations within the Resolution Period, such dispute shall have the right to participate in (but not control) the defense of be resolved by any such Claim, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceedinglawful manner.

Method of Asserting Claims. Whenever An Indemnified Party shall give the Sellers notice of any Claim shall arise for indemnification matter which such Indemnified Party has reasonably determined has given or could give rise to a claim under this Agreement, within 30 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such claim is made or arises. The obligations and Liabilities of the relevant Sellers under this Section 20, the indemnified 9 with respect to Losses arising from claims of any third party will give prompt written notice which are subject to the indemnifying party indemnification provided for in this Section 9 ("Third Party Claims") shall be governed by and be contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, such Indemnified Party shall give the relevant Sellers notice of such ClaimThird Party Claim within 30 days of the receipt by the Indemnified Party of such notice; provided, stating however, that the naturefailure to provide such notice shall not release the relevant Sellers from, basis and (or provide a defense against, any of their obligations under this Section 9 except to the extent known) amount thereof, and shall cooperate fully in that the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have relevant Sellers are materially prejudiced by such failure. If the ability of relevant Sellers acknowledge in writing their obligation to indemnify the indemnified party Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the relevant Sellers shall be entitled to defend such Claim. The indemnifying party shall have the sole right to select counsel for assume and control the defense of such Claim, subject Third Party Claim at their expense and through counsel of their choice if they give notice of their intention to do so to the approval Indemnified Party within five days of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise receipt of such Claimnotice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the relevant Sellers, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the relevant Sellers. The indemnified party shall have In the event that the relevant Sellers exercise the right to participate undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the relevant Sellers in (but not control) such defense and make available to the relevant Sellers all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the relevant Sellers. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense of against any such Third Party Claim, the relevant Sellers shall cooperate with its counsel the Indemnified Party in such defense and at its own expensemake available to the Indemnified Party all such witnesses, records, materials and information in the possession of the relevant Sellers or under their control relating thereto as is reasonably required by the Indemnified Party. The indemnified party shall not settle or compromise any No such Third Party Claim may be settled by a third party for which it is entitled to indemnification hereunder the relevant Sellers without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceedingIndemnified Party.

Method of Asserting Claims. Whenever any Claim shall arise for The party claiming indemnification under this Section 20, the indemnified party hereunder (“Indemnitee”) will give prompt written notice (“Notice of Claim”) to the indemnifying party from whom such indemnification is sought (“Indemnitor”) of such any claim (“Claim”) which it discovers or of which it receives notice after the Closing and which might give rise to a Claim by it against the Indemnitor under Section 9 hereof, stating the nature, basis and (to the extent knownknown or reasonably estimated) amount thereof; provided, and shall cooperate fully in the defensehowever, settlement or compromise of such Claim; provided that failure to give such prompt notice shall not jeopardize the right of the indemnified party any Indemnitee to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party Indemnitor to defend or minimize the amount of such Claim. In the case of any Claim or suit by a third party or by any governmental body, or any legal, administrative or arbitration proceeding with respect to which Indemnitor may have liability under this Section 9, Indemnitor shall be entitled to participate therein, and to the extent desired by it to assume the defense thereof, if Indemnitor gives written notice of its election to assume the defense thereof within sixty (60) days of its receipt of the Notice of Claim. If Indemnitor gives such notice to Indemnitee of the election to assume the defense thereof, the Indemnitor will not be liable to Indemnitee for any legal or other expenses incurred by the Indemnitee in connection with the defense thereof, following the receipt of such notice provided for above, unless Indemnitor does not actually assume the defense thereof following notice of such election. The indemnifying party shall have the sole right parties will render to select counsel for each other such assistance as may reasonably be required of each other at Indemnitor’s expense, in order to insure proper and adequate defense of any such suit, Claim or proceeding. If Indemnitor actually assumes the defense of such Claimthe Indemnitee, subject to the approval Indemnitor shall have sole control of the indemnified party (which approval shall not be unreasonably withheld) defense and to control negotiations for the defense, settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but , Indemnitee will not control) the defense make any settlement of any such Claim, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled might give rise to indemnification hereunder liability of the Indemnitor under the indemnity agreements contained in this Section without the prior written consent of Indemnitor, and Indemnitor shall not agree to make any settlement of any Claim which would not include the indemnifying party. The indemnifying party unconditional release of Indemnitee without the written consent of Indemnitee, which consent shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim , delayed or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceedingconditioned.

Method of Asserting Claims. Whenever any Claim shall arise for indemnification under this Subject to the time periods set forth in Section 208.4 hereof, the indemnified party seeking indemnity (“Indemnitee”) will give prompt written notice to the indemnifying party or parties providing indemnity (“Indemnitor”) of such Claimany Claim (as defined below) which it discovers or of which it receives notice after the Closing and which might give rise to a Claim by it against Indemnitor under this Article VII, stating the nature, basis and (to the extent known) amount thereof. Copies of any papers received in connection with a Claim shall be forwarded to Indemnitor together with the notice of the Claim. In case of any Claim or suit by a third party or by any governmental body, or any legal administrative or arbitration proceeding with respect to which Indemnitor may have liability under the indemnity agreement contained in this Article VII, Indemnitor shall be entitled to participate therein, and, to the extent desired by Indemnitor, to assume the defense thereof, and shall cooperate fully after notice from Indemnitor to Indemnitee of the election to so assume the defense thereof, Indemnitor will not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with the defensedefense thereof, settlement or compromise other than reasonable costs of investigation, unless Indemnitor does not actually assume the defense thereof following notice of such Claim; provided that failure election. Indemnitee and Indemnitor will render to give prompt notice shall not jeopardize the right each other such assistance as may reasonably be required of the indemnified party each other in order to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) ensure proper and to control the defense, settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not control) the adequate defense of any such Claimsuit, with its counsel and at its own expenseclaim or proceeding. The indemnified party shall Indemnitee will not settle or compromise make any settlement of any Claim by a third party for which it is entitled might give rise to indemnification hereunder liability of an Indemnitor under the indemnity agreement contained in this Article VIII without the prior written consent of the indemnifying party. The indemnifying party Indemnitor, which consent shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing . If Indemnitor shall desire and be able to defend against effect a bonafide compromise or settlement of any such third party suit, claim or entering into any proceeding at its expense and such settlement includes as an unconditional term thereof the giving by the claimant or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent the plaintiff to the entry Indemnitee of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding a release from all liability in respect of such suit, claim or proceeding and does not provide any form of relief from the Indemnitee other than the payment of money damages or other money payment, and Indemnitee shall unreasonably refuse to consent to such compromise or settlement, then the Indemnitor’s liability under this Article VII with respect to such suit, claim or proceeding shall be limited to the amount so offered in compromise or settlement together with all legal and other expenses which indemnification may have been incurred prior to the date on which Indemnitee has refused to consent to such compromise or settlement. For purposes hereof, the term “Claim” shall mean any claim for which any of the Buyer Indemnified Parties or the Seller Indemnified Parties may be sought thereunder (whether entitled to indemnification pursuant to Sections 8.1 or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceeding8.2 above.

Method of Asserting Claims. Whenever any Claim shall arise All claims for indemnification under by any DISH Indemnified Person or EchoStar Indemnified Person (each, an “Indemnified Party”) shall be asserted and resolved as set forth in this Section 206.4. Any Indemnified Party seeking indemnity pursuant to Section 6.1 or Section 6.2 shall notify in writing the Party from whom indemnification is sought (the “Indemnifying Party”) of such demand for indemnification. The Indemnifying Party shall have *** from the personal delivery or mailing of such notice (the “Notice Period”) to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demand with respect to a claim or demand based on a Third Party Claim. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that, with respect to a Third Party Claim, it desires to defend the Indemnified Party against such Third Party Claim, the indemnified party will give prompt written notice to the indemnifying party of such Claim, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party Indemnifying Party shall have the right to participate in defend the Indemnified Party at the Indemnifying Party’s sole cost and expense and with counsel (but not controlplus local counsel if appropriate) reasonably satisfactory to the defense of any such ClaimIndemnified Party. No Indemnifying Party shall, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party willIndemnified Party, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in or enter into any pending or threatened Claim, settlement agreement with respect to any action or cause of action, suit or proceeding in respect of which indemnification may be is sought thereunder under Section 6.1 or Section 6.2 (whether or not any such indemnified the Indemnified Party is an actual or potential party is a party to such Claim, action or cause of action, suit or proceedingthereto), unless such settlementcompromise, compromise consent or consent includes an unconditional release settlement involves only the payment of all money damages for which the Indemnifying Party will indemnify the Indemnified Party hereunder. If the right to assume and control the defense is exercised, the Indemnified Party shall have the right to participate in, but not control, such indemnified parties from all liability arising out defense at its own expense and the Indemnifying Party’s indemnity obligations shall be deemed not to include attorneys’ fees and litigation expenses incurred in such participation by the Indemnified Party after the assumption of the defense by the Indemnifying Party in accordance with the terms of this Agreement; provided, however, that the Indemnified Parties collectively shall be entitled to employ one firm or separate counsel (plus local counsel if appropriate) to represent the Indemnified Parties if, in the opinion of counsel to each Indemnified Party seeking to employ such separate counsel, a conflict of interest between such Indemnified Party or Parties and the Indemnifying Party exists in respect of such Claimclaim and in each such event, actionthe fees, suit costs and expenses of one such firm or proceedingseparate counsel (plus one local counsel per jurisdiction if appropriate) shall be paid in full by the Indemnifying Party. If the Indemnifying Party has not elected to assume the defense of a Third Party Claim within the Notice Period, the Indemnified Party may defend and settle the claim for the account and cost of the Indemnifying Party; provided, that the Indemnified Party will not settle the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnified Party shall cooperate with the Indemnifying Party and, subject to obtaining proper assurances of confidentiality and privilege, shall make available to the Indemnifying Party all pertinent information under the control of the Indemnified Party. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act.

Method of Asserting Claims. Whenever any Claim (a) The Indemnified Person shall arise for indemnification under this Section 20, the indemnified party will give prompt written notice notification to the indemnifying Indemnifying Party of the commencement of any action, suit or proceeding relating to a third party of claim for which the indemnification pursuant to this Article VII may be sought (the "Third Party Claim"), provided, however, that the ----------------- failure to provide such Claim, stating notice shall not release the nature, basis and (Indemnifying Party from any obligations under this Article VII except to the extent known) amount thereof, such Indemnifying Party is materially prejudiced by such failure and shall cooperate fully in the defense, settlement not relieve such Indemnifying Party from any other obligation or compromise liability that it may have to any Indemnified Person otherwise than under this Article VII. Within 20 calendar days after delivery of such Claim; provided that failure notification, the Indemnifying Party may, upon written notice thereof to give prompt notice shall not jeopardize the right Indemnified Person, assume control of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject Third Party Claim with counsel reasonably satisfactory to the approval Indemnified Person, provided the Indemnifying Party acknowledges in writing to the Indemnified Person that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Damages for which the Indemnified Person shall be entitled to indemnification pursuant to this Article VII. If the Indemnifying Party does not assume control of the indemnified party (which approval shall not be unreasonably withheld) and to control the such defense, settlement or compromise of the Indemnified Person shall control such Claimdefense. The indemnified party shall have the right to participate in (but not control) controlling the defense of any such Claim, with its counsel and Third Party Claim may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Person reasonably concludes that the Indemnifying Party and the Indemnified Person have conflicting interests or different defenses available with respect to such Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Person shall be considered "Damages" for purposes of this Agreement. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Person shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Person's possession or under the Indemnified Person's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Person is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Person in such defense and make available to the Indemnified Person, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Person. The indemnified party controlling such defense shall keep the other party advised of the status of such Third Party Claim and the defense thereof and shall consider in good faith recommendations made by the other party with respect thereto. The Indemnified Person shall not settle or compromise agree to any settlement of such Third Party Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party Indemnifying Party, which shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing . In addition, the Sellers shall not agree to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, Third Party Claim without the prior written consent of each indemnified partythe Indemnified Person, settle or compromise or which consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may shall not be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceedingunreasonably withheld.

Method of Asserting Claims. Whenever (a) In the event any Claim shall arise for indemnification in respect of which an Indemnified Party might seek indemnity under this Section 208.02 is asserted against or sought to be collected from such Indemnified Party by a Person other than a party hereto or any of its Affiliates (a "Third Party Claim"), the indemnified party will then such Indemnified Party shall give prompt written notice (accompanied by a copy of all papers served, if any) with reasonable promptness to the indemnifying party Indemnifying Party of such Third Party Claim (a "Claim Notice"), provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 8.02, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. The Indemnifying Party shall have 30 days after the personal delivery or mailing of the Claim Notice, whichever is later (the "Notice Period"), to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such Third Party Claim. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such Claim, stating in case any such action is brought against an Indemnified Party, the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize Indemnifying Party will have the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for assume and control the defense of such ClaimThird Party Claim by all appropriate proceedings, subject which proceedings will be diligently prosecuted by the Indemnifying Party provided that (i) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the approval Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the indemnified party Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (which approval iv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently (collectively, the "Indemnifying Party Conditions"). In any event where the Indemnifying Party Conditions have not been met, the Indemnifying Party shall not nevertheless be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party shall have the right entitled to participate in (but not control) such defense at the defense of any such Claim, with its counsel and at its own Indemnifying Party's expense. The indemnified party Indemnified Party shall not settle settle, compromise or compromise any discharge a Claim by a third party for which it is entitled indemnified by an Indemnifying Party or admit to indemnification hereunder any Liability with respect to such Claim without the prior written consent of the indemnifying partyIndemnifying Party. The indemnifying party Indemnifying Party shall obtain not, without the prior written approval consent of the indemnified party Indemnified Party (which approval may consent shall not be unreasonably withheld) before ceasing ), settle, compromise or offer to defend against settle or compromise any such third party claim Claim on a basis which would result in the imposition of a consent order, injunction or entering decree which would restrict the future activity or conduct of the Indemnified Party or any Subsidiary or Affiliate thereof or enter into any settlement or compromise that provides for any relief other than the payment of monetary damages as to which the Indemnified Party will be indemnified in full. If the Indemnifying Party timely elects to assume and control the defense of such third party claim involving injunctive Third Party Claim, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or similar equitable relief being asserted against other expenses subsequently incurred by the latter in connection with the defense of such Third Party Claim; provided that the Indemnified Party may participate in such defense at the Indemnified Party's expense. If the Indemnifying Party elects not to assume the defense of a Third Party Claim, or any indemnified party of the Indemnifying Conditions is or becomes unsatisfied, (A) the Indemnified Party may defend against, and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any pending manner it reasonably may deem appropriate (provided that the Indemnified Party obtains the written consent from the Indemnifying Party in connection therewith which consent shall not be unreasonably withheld), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or threatened Claimcaused by the Third Party Claim to the fullest extent provided in this Article V; provided, action or cause however, that the Indemnifying Party will not be obligated to pay the fees and expenses of action, suit or proceeding in counsel of more than one law firm representing the Indemnified Parties with respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes . Any payments by any party pursuant to this Article V shall be treated as an unconditional release of adjustment to the Purchase Price for all such indemnified parties from all liability arising out of such Claim, action, suit or proceedingTax purposes.

Method of Asserting Claims. Whenever any Claim shall arise for indemnification The party making a claim under this Section 208 is referred to as the “Indemnified Party” and the party against whom such claims are asserted under this Section 8 is referred to as the “Indemnifying Party”. All claims by any Indemnified Party under this Section 8 shall be asserted and resolved as follows: (a) In the event any Indemnified Party shall have a claim against any Indemnifying Party hereunder, including a claim or demand being asserted against or sought to be collected from it by a third party, the indemnified party will give prompt written notice Indemnified Party shall send a “Claim Notice” with respect to such claim to the indemnifying party Indemnifying Party. 14 (b) After delivery of such Claima Claim Notice, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the so long as any right of the indemnified party to indemnification unless exists pursuant to this Section 8, the affected parties each agree to retain all books, records and other documentation related to such failure shall have materially prejudiced Claim Notice. In each instance, the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party Indemnified Party shall have the right to participate be kept fully informed by the Indemnifying Party and its legal counsel with respect to any legal proceedings. Any Confidential Information, except as may be required by applicable Law, shall not be disclosed to any third Person (except for the representatives of the party being provided with the information, in which event the party being provided with the information shall request its representatives not to disclose any such information which it otherwise required hereunder to be kept confidential). (but not controlc) the defense The Indemnified Party shall take all reasonable steps to mitigate all indemnifiable Losses upon and after becoming aware of any such Claim, with its counsel event which could reasonably be expected to give rise to any Losses and at its own expensedamages that are indemnifiable hereunder. The indemnified No party shall not settle or compromise any Claim by a third party for which it is be entitled to indemnification hereunder without to the prior written consent extent of any insurance or tax benefits resulting from or which may be claimed as a result of the indemnifying partyfacts and circumstances relating to any indemnifiable claim. The indemnifying If any Losses are covered by insurance, the Indemnified Party shall use commercially reasonable efforts to recover the amount of such Losses from the insurer of such insurance which recovery shall reduce the amount of Losses hereunder. (d) To the extent that either party discharges any claim for indemnification hereunder, subject to an insurance carrier’s right of subrogation, such party shall obtain the prior written approval be subrogated to all rights of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend other against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceeding.parties. 8.3

Method of Asserting Claims. Whenever any Claim shall arise for indemnification The party making a claim under this Section 20VIII is referred to as the "Indemnified Party" and the party against whom such claims are asserted under this Section VIII is referred to as the "Indemnifying Party". All claims by any Indemnified Party under this Section VIII shall be asserted and resolved 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 or in the event of any investigation, examination or audit by a taxing authority is commenced relating to any period or activity prior to December 31, 1998, said Indemnified Party shall with reasonable promptness notify in writing the indemnified party will give prompt written notice to the indemnifying party Indemnifying Party of such Claimclaim or demand (the "Claim Notice"); provided, stating however, that any failure to give such Claim Notice will not be deemed a waiver of any rights of the nature, basis and (Indemnified Party except to the extent knownthe rights of the Indemnifying Party are actually prejudiced by such failure. The Indemnifying Party, upon request of the Indemnified Party, shall retain counsel (who shall be reasonably acceptable to the Indemnified Party) amount thereof, to represent the Indemnified Party and shall cooperate fully in pay the defense, settlement or compromise reasonable fees and disbursements of such Claimcounsel with regard thereto; provided provided, however, that failure (i) the Indemnified Party is hereby authorized prior to give prompt the date on which it receives written notice from the Indemnifying Party designating such counsel, to retain counsel, whose fees and expenses shall not jeopardize be at the right expense of the indemnified party Indemnifying Party, to indemnification unless file any motion, answer or other pleading and take such failure other action which it reasonably shall have materially prejudiced the ability deem necessary to protect its interests or those of the indemnified party to defend Indemnifying Party until the date on which the Indemnified Party receives such Claim. The indemnifying party shall have notice from the sole right to select counsel for Indemnifying Party, (ii) if the defense of such ClaimIndemnifying Party is the Sellers, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party Sellers shall have the right to participate decline to defend a claim or claims by giving notice of the same to the Indemnified Party and in such event all expenses incurred by the Indemnified Party shall accrue and be for the account of the Sellers and be applied to the relevant deductible referred to in Section 8.4, and (but not controliii) in the event that the Sellers have declined to defend as set forth in the preceding subsection, the Sellers shall have the right at anytime thereafter to take up the defense of the claim on notice to the Indemnified Party. After the Indemnifying Party shall retain such counsel, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (x) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (y) the named parties in any such Claimproceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not, in connection with any proceedings or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one such firm for the Indemnified Party (except to the extent the Indemnified Party retained counsel to protect its (or the Indemnifying Party's) rights prior to the selection of counsel by the Indemnifying Party). If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel and at its own expensein contesting any claim or demand which the Indemnifying Party defends. The indemnified party shall A claim or demand may not settle or compromise any Claim be settled by a third party for which it is entitled to indemnification hereunder the Indemnifying Party without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party Indemnified Party (which approval may consent will not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise unless, as part of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an the Indemnified Party shall receive a full and unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceedingreasonably satisfactory to the Indemnified Party.

Method of Asserting Claims. Whenever In the event that an Indemnified Party shall assert a claim for indemnity under this SECTION 8, (i) the Indemnified Party will promptly after the receipt of notice of the commencement of any Claim shall arise for indemnification action, investigation, claim, demand or other proceeding by a third party against such Indemnified Party in respect of which indemnity may be sought from any Indemnifying Party under this Section 208, notify the Indemnifying Party in writing of the commencement thereof or (ii) if the claim is other than such a third party claim, the indemnified party Indemnified Party will give prompt written notify the Indemnifying Party promptly following its discovery of the facts or circumstances giving rise thereto; PROVIDED, that in either case (i) or (ii), no such notice need be provided by the Company to an Indemnifying Party who is a Carlyle Stockholder or an Xxxx Xxxxx Stockholder if the indemnifying party Carlyle Stockholder Deductible or Xxxx Xxxxx Stockholder Deductible, as applicable, has not been exceeded and will not be exceeded by such claim or demand and the omission of the Indemnified Party to so notify such ClaimIndemnifying Party of any such action will not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this SECTION 8(c) unless, stating the nature, basis and (only to the extent known) amount thereofthat, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced omission prejudices the ability of the indemnified party Indemnifying Party to defend such Claimaction, investigation, claim, demand, or other proceeding or to reduce or mitigate its liability under this SECTION 8, whether as a result of the forfeiture of substantive rights or defenses or otherwise. The indemnifying party shall have In case any such action, claim, or other proceeding is brought against the sole right Indemnified Party such Indemnified Party will notify the applicable Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to select counsel for assume the defense of thereof at its own expense, with counsel satisfactory to such ClaimIndemnified Party in its reasonable judgment, subject PROVIDED that the Deductible has been or will be exceeded; PROVIDED, FURTHER, that the Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the approval of foregoing, in any action, claim or proceeding in which both the indemnified party (which approval shall not be unreasonably withheld) Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to control the defensebecome, settlement or compromise of a party, such Claim. The indemnified party Indemnified Party shall have the right to participate in (but not control) employ separate counsel at the Indemnifying Party's expense and to control its own defense of any such Claimaction, with its claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and at its own expensesuch Indemnified Party, on the other hand, that would prevent the representation of the Indemnified Party by counsel selected by and subject to the control of the Indemnifying Party under applicable law or codes of professional responsibility. The indemnified party shall not settle or compromise any Claim by a third party for which Each of the Company, the Xxxx Xxxxx Stockholders, and the Carlyle Stockholders agrees that it is entitled to indemnification hereunder will not, without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party willIndemnified Party, without prior written consent of each indemnified partysettle, settle or compromise compromise, or consent to the entry of any judgment in any pending or threatened Claimclaim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder relating to the matters contemplated by this SECTION 8 (whether or not any such indemnified party if the Indemnified Party is a party thereto or has been actually threatened to such Claim, action or cause of action, suit or proceeding), be made a party thereto) unless such settlement, compromise compromise, or consent includes an unconditional release of all such indemnified parties the Indemnified Party from all liability arising or that may arise out of such Claimclaim, action, suit action or proceeding.

Method of Asserting Claims. Whenever any Claim shall arise for The party seeking indemnification under this Section 20, (the indemnified party "Indemnitee") will give prompt written notice to the indemnifying other party or parties (the "Indemnitor") of such Claimany Claim which it discovers or of which it receives notice after the Closing and which might give rise to a claim by it against Indemnitor under Section 7 hereof, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party any Indemnitee to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party Indemnitor to defend such Claim. The indemnifying In case of any Claim or suit by a third party or by any governmental body, or any legal, administrative or arbitration proceeding with respect to which Indemnitor may have liability under the indemnity agreement contained in this Section 7, Indemnitor shall have be entitled to participate therein, and, to the sole right extent desired by it, to select counsel assume the defense thereof, and after notice from Indemnitor to Indemnitee of the election so to assume the defense thereof, Indemnitor will not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than reasonable costs of investigation, unless Indemnitor does not actually assume the defense thereof following notice of such election. Indemnitee and Indemnitor will render to each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such suit, Claim or proceeding. If the Indemnitor actually assumes the defense of such Claimthe Indemnitee, subject the Indemnitee will not make any settlement of any Claim which might give rise to liability of Indemnitor under the approval indemnity agreements contained in this Section without the written consent of the indemnified party (Indemnitor, which approval consent shall not be unreasonably withheld) , and the Indemnitor shall not agree to control the defense, make any settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not control) the defense of any such Claim, with its counsel and at its own expense. The indemnified party shall Claim which would not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder include the unconditional release of the Indemnitee without the prior written consent of the indemnifying party. The indemnifying party Indemnitee, which consent shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceeding.

Method of Asserting Claims. Whenever any Claim shall arise for indemnification under this Section 20, the indemnified The party seeking indemnity hereunder ("Indemnitee") will give prompt written notice to the indemnifying party providing indemnity ("Indemnitor") of such Claimany claim which it discovers or of which it receives notices after the date hereof and which might give rise to a claim by it against Indemnitor under this Agreement, stating the nature, basis and (to the extent known) amount thereof. In case of any claim or suit by a third party or by any governmental body, or any legal, administrative or arbitration proceeding with respect to which Indemnitor may have liability under the indemnity agreements contained in this Agreement, Indemnitor shall be entitled to participate therein, and, to the extent desired by it or them, to assume the defense thereof, and shall cooperate fully after notice from Indemnitor to Indemnitee of the election so to assume the defense thereof, Indemnitor will not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with the defensedefense thereof, settlement or compromise other than reasonable costs of investigation, unless Indemnitor does not actually assume the defense thereof following notice of such Claim; provided that failure election. Indemnitee and Indemnitor will render to give prompt notice shall not jeopardize the right each other such assistance as may reasonably be required of the indemnified party each other in order to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the ensure proper and adequate defense of any such Claimsuit, subject claim or proceedings. Indemnitee will not make any settlement of any claim which might give rise to liability of an Indemnitor under the approval indemnity agreements contained in this Agreement without the written consent of the indemnified party (Indemnitor, which approval consent shall not be unreasonably withheld) , unless Indemnitor in the good faith exercise of its discretion, deems itself insecure with respect to Indemnitor's ability to pay the claim. If Indemnitor shall desire and be able to control the defense, effect a bona fide compromise or settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not control) the defense of any such Claimsuit, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of proceedings and Indemnitee shall unreasonably refuse to consent to such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent settlement, then the Indemnitor's liability with respect to such suit, claim or proceeding shall be limited to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceeding.amount so offered in

Method of Asserting Claims. Whenever any Claim shall arise for indemnification under this Subject to the time period set forth in Section 2011.4 hereof with respect to survival of representations and warranties, the indemnified party seeking indemnity ("Indemnitee") will give prompt written notice to the indemnifying party providing indemnity ("Indemnitor") of such Claimany Loss which it discovers or of which it receives notice after the Closing and which might give rise to a Loss by it against Indemnitor under Section 11 hereof, stating the nature, basis and (to the extent known) amount thereof. In case of any Loss or suit by a third party or by any Governmental Entity, or any legal, administrative or arbitration proceeding with respect to which Indemnitor may have liability under the indemnity agreement contained in this Section 11, Indemnitor shall be entitled to participate therein, and, to the extent desired by it or them, to assume the defense thereof, and shall cooperate fully after notice from Indemnitor to Indemnitee of the election so to assume the defense thereof, Indemnitor will not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with the defensedefense thereof, settlement or compromise other than reasonable costs of investigation, unless Indemnitor does not actually assume the defense thereof following notice of such Claim; provided election or unless Indemnitee reasonably determines that failure to give prompt notice shall the Indemnitors do not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party sufficient financial resources to defend such Claimmatter. The indemnifying party shall have the sole right Indemnitee and Indemnitor will render to select counsel for the defense each other such assistance as may reasonably be required of such Claim, subject each other in order to the approval of the indemnified party (which approval shall not be unreasonably withheld) insure proper and to control the defense, settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not control) the adequate defense of any such Claimsuit, with its counsel and at its own expenseLoss or proceeding. The indemnified party shall Indemnitee will not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into make any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise Loss or consent to the entry of any judgment with respect to any Loss which might give rise to liability of an Indemnitor under the indemnity agreements contained in this Section without the written consent of Indemnitor, which consent shall not be unreasonably withheld, unless Indemnitee reasonably determines that the Indemnitors do not have sufficient financial resources to pay the Loss. If Indemnitor shall desire and be able to effect a bona fide compromise or settlement of any pending or threatened Claimsuch suit, action or cause of actionLoss, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party and Indemnitee shall unreasonably refuse to consent to such Claim, action compromise or cause of action, suit or proceeding), unless such settlement, then Indemnitor's liability under this Section 11 with respect to such suit, Loss or proceeding shall be limited to the amount so offered in compromise or settlement together with all legal and other expenses which may have been incurred prior to the date on which Indemnitee has refused to consent includes an unconditional release of all to such indemnified parties from all liability arising out of such Claim, action, suit compromise or proceedingsettlement.

Method of Asserting Claims. Whenever any Claim (a) The Indemnified Person shall arise for indemnification under this Section 20, the indemnified party will give prompt written notice notification to the indemnifying Indemnifying Party of the commencement of any action, suit or proceeding relating to a third party of claim for which the indemnification pursuant to this Article VII may be sought (the "Third Party Claim"), provided, however, that the failure to provide such Claim, stating notice shall not release the nature, basis and (Indemnifying Party from any obligations under this Article VII except to the extent known) amount thereof, such Indemnifying Party is materially prejudiced by such failure and shall cooperate fully in the defense, settlement not relieve such Indemnifying Party from any other obligation or compromise liability that it may have to any Indemnified Person otherwise than under this Article VII. Within 20 days after delivery of such Claim; provided that failure notification, the Indemnifying Party may, upon written notice thereof to give prompt notice shall not jeopardize the right Indemnified Person, assume control of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject Third Party Claim with counsel reasonably satisfactory to the approval Indemnified Person, provided the Indemnifying Party acknowledges in writing to the Indemnified Person that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Person in connection with such Third Party Claim constitute Damages for which the Indemnified Person shall be entitled to indemnification pursuant to this Article VII. If the Indemnifying Party does not assume control of the indemnified party (which approval shall not be unreasonably withheld) and to control the such defense, settlement or compromise of the Indemnified Person shall control such Claimdefense. The indemnified party shall have the right to participate in (but not control) controlling the defense of any such Claim, with its counsel and Third Party Claim may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Person reasonably concludes that the indemnifying parties and the Indemnified Person have conflicting interests or different defenses available with respect to such Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Person shall be considered "Damages" for purposes of this Agreement. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Person shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Person's possession or under the Indemnified Person's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Person is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Person in such defense and make available to the Indemnified Person, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Person. The indemnified party controlling such defense shall keep the other party advised of the status of such Third Party Claim and the defense thereof and shall consider in good faith recommendations made by the other party with respect thereto. The Indemnified Person shall not settle or compromise agree to any settlement of such Third Party Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party Indemnifying Party, which shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing . The Sellers shall not agree to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, Third Party Claim without the prior written consent of each indemnified partythe Indemnified Person, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may shall not be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceedingunreasonably withheld.

Method of Asserting Claims. Whenever If any Claim action shall arise for indemnification under be brought against any Subscriber Indemnified Party or Company Indemnified Party (an “Indemnified Party”) in respect of which indemnity may be sought pursuant to this Section 20Agreement, such Indemnified Party shall promptly notify the indemnified party will give prompt written notice Subscriber Indemnifying Party or Company Indemnifying Party (an “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the indemnifying party Indemnified Party. Any 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 Claim, stating counsel shall be at the nature, basis and (expense of such Indemnified Party except to the extent knownthat (i) amount thereofthe employment thereof has been specifically authorized by the Indemnifying Party in writing, (ii) the Indemnifying Party has failed after a reasonable period of time to assume such defense and shall cooperate fully to employ counsel or (iii) in such action there is, in the defense, settlement or compromise reasonable opinion of such Claim; provided that failure to give prompt notice shall not jeopardize Indemnified Party’s counsel, a material conflict on any material issue between the right position of the indemnified party to indemnification unless Indemnifying Party and the position of such failure Indemnified Party, in which case the Indemnifying Party shall have materially prejudiced be responsible for the ability reasonable fees and expenses of the indemnified party to defend no more than one such Claimseparate counsel. The indemnifying party shall have Indemnifying Party will not be liable to any Indemnified Party under this Agreement (y) for any settlement by an Indemnified Party effected without the sole right to select counsel for the defense of such ClaimIndemnifying Party’s prior written consent, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld, conditioned or delayed; or (z) and to control the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Indemnified Party’s breach of any of the representations, warranties, covenants or agreements made by such Indemnified Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, settlement as and when bills are received or compromise of such Claimare incurred. The indemnified party indemnity agreements contained herein shall have the be in addition to any cause of action or similar right to participate in (but not control) the defense of any such Claim, with its counsel Indemnified Party against the Indemnifying Party or others and at its own expense. The indemnified any liabilities any party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party subject to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceedingpursuant to law.

Method of Asserting Claims. Whenever All claims for indemnification by any Indemnified Party hereunder involving a Third Party Claim shall arise for indemnification under be asserted and resolved as set forth in this Section 208.3. If an Indemnified Party wishes to assert a claim against an Indemnifying Party hereunder in respect of any claim or demand asserted or sought to be collected by a Person who is not a Party or an Affiliate of a Party (each, a “Third Party Claim”), such Indemnified Party shall promptly, but in no event more than thirty (30) days following after the indemnified party will give prompt written notice to the indemnifying party Indemnified Party’s receipt of such Third Party Claim, stating notify the nature, basis Indemnifying Party of such claim or demand and (the amount or the estimated amount thereof to the extent known) then feasible (which estimate shall not be conclusive of the final amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Third Party Claim) (the “Claim Notice”); provided provided, that the failure to give prompt notice notify the Indemnifying Party shall not jeopardize relieve the right Indemnifying Party of its obligations hereunder, except to the indemnified party to indemnification unless extent such failure shall have materially adversely prejudiced the ability Indemnifying Party (and then only to the extent of such material adverse prejudice). The Indemnifying Party shall have thirty (30) days from the delivery of the indemnified party Claim Notice (the “Notice Period”) to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such Third Party Claim. The indemnifying party ; provided, that if the Indemnifying Party elects to defend the Indemnified Party, the Indemnifying Party shall first acknowledge in writing without qualification its indemnification obligation with respect to such Third Party Claim; provided, further, that the Indemnifying Party shall not have the sole right to select counsel for assume or continue the defense of any Third Party Claim (and costs and expenses incurred by Indemnified Party in such Claimdefense shall be paid by the Indemnifying Party) if (a) the Indemnified Party shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying Party, or (b) such claim relates to or arises in connection with any criminal or quasi criminal proceeding, action, indictment, allegation or investigation. All costs and expenses incurred by the Indemnifying Party in defending such Third Party Claim shall be a liability of, and shall be paid by, the Indemnifying Party, subject to the approval of limitations set forth in this ARTICLE VIII. In the indemnified party (which approval shall not be unreasonably withheld) and event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to control defend the defenseIndemnified Party against such Third Party Claim, settlement or compromise of such Claim. The indemnified party except as otherwise provided herein, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with legal counsel reasonably acceptable to the Indemnified Party. If any Indemnified Party desires to participate in (in, but not control) , any such defense or settlement, and to employ separate counsel of its choosing, it may do so at its sole cost and expense; provided that the Indemnifying Party shall not have the right to assume or direct the defense of any such ClaimThird Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party to the extent the Third Party Claim (i) is a criminal Proceeding against the Indemnified Party, with its (ii) seeks an injunction or other equitable or non-monetary relief against the Indemnified Party (other than injunctive, equitable or non-monetary relief that is incidental to monetary damages as the primary relief sought), (iii) is asserted by or on behalf of a customer, supplier, vendor or subcontractor, the loss of whom would be materially adverse to the Business and (iv) for which counsel and at its own expensefor the Indemnified Party has concluded that legal defenses are available to the Indemnified Party that are not available to the Indemnifying Party. The indemnified party Indemnifying Party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder not, without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party Indemnified Party (which approval may not to be unreasonably withheld) before ceasing , conditioned or delayed), settle, compromise or offer to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise any such claim or demand on a basis: (i) that would result in the imposition of a consent to order, injunction, decree or agreement that would restrict the entry future activity or conduct of the Indemnified Party or any subsidiary or Affiliate thereof, (ii) that includes a finding or admission of a violation of Law or violation of the rights of any judgment in Person by the Indemnified Party or any pending subsidiary or threatened ClaimAffiliate thereof, action (iii) that does not include as an unconditional term thereof the giving by the claimant or cause the plaintiff of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an full and unconditional release of all such indemnified parties the Indemnified Party and its subsidiaries and Affiliates from all liability arising out of Liability with respect to the matters that are subject to such Third Party Claim, actionor (iv) that provides for any payment by the Indemnified Party or any subsidiary or Affiliate thereof. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any Third Party Claim or demand, suit the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party; provided, however, that no Indemnified Party shall be required to disclose any information to the Indemnifying Party or proceedingits Representatives if such disclosure would give rise to a violation of Law (including antitrust or competition law issues) or that is otherwise subject to (and where disclosure would result in a loss of) attorney-client privilege, attorney work product protection or other similar privilege associated with such information. Any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement shall describe the Third Party Claim in reasonable detail in light of the circumstances then known.

Method of Asserting Claims. Whenever any Claim shall arise All claims for indemnification under by any DISH Indemnified Person or EchoStar Indemnified Person (each, an “Indemnified Party”) shall be asserted and resolved as set forth in this Section 20‎Section 8.4. Any Indemnified Party seeking indemnity pursuant to ‎Section 8.1 or ‎Section 8.2 shall notify in writing the Party from whom indemnification is sought (the “Indemnifying Party”) of such demand for indemnification. The Indemnifying Party shall have thirty (30) days from the personal delivery or mailing of such notice (the “Notice Period”) to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demand with respect to a claim or demand based on a Third Party Claim. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that, with respect to a Third Party Claim, it desires to defend the Indemnified Party against such Third Party Claim, the indemnified party will give prompt written notice to the indemnifying party of such Claim, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party Indemnifying Party shall have the right to participate in defend the Indemnified Party at the Indemnifying Party’s sole cost and expense and with counsel (but not controlplus local counsel if appropriate) reasonably satisfactory to the defense of any such ClaimIndemnified Party. No Indemnifying Party shall, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party willIndemnified Party, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in or enter into any pending or threatened Claim, settlement agreement with respect to any action or cause of action, suit or proceeding in respect of which indemnification may be is sought thereunder under ‎Section 8.1 or ‎Section 8.2 (whether or not any such indemnified the Indemnified Party is an actual or potential party is a party to such Claim, action or cause of action, suit or proceedingthereto), unless such settlementcompromise, compromise consent or consent includes an unconditional release settlement involves only the payment of all money damages for which the Indemnifying Party will indemnify the Indemnified Party hereunder. If the right to assume and control the defense is exercised, the Indemnified Party shall have the right to participate in, but not control, such indemnified parties from all liability arising out defense at its own expense and the Indemnifying Party’s indemnity obligations shall be deemed not to include attorneys’ fees and litigation expenses incurred in such participation by the Indemnified Party after the assumption of the defense by the Indemnifying Party in accordance with the terms of this Agreement; provided, however, that the Indemnified Parties collectively shall be entitled to employ one firm or separate counsel (plus local counsel if appropriate) to represent the Indemnified Parties if, in the opinion of counsel to each Indemnified Party seeking to employ such separate counsel, a conflict of interest between such Indemnified Party or Parties and the Indemnifying Party exists in respect of such Claimclaim and in each such event, actionthe fees, suit costs and expenses of one such firm or proceedingseparate counsel (plus one local counsel per jurisdiction if appropriate) shall be paid in full by the Indemnifying Party. If the Indemnifying Party has not elected to assume the defense of a Third Party Claim within the Notice Period, the Indemnified Party may defend and settle the claim for the account and cost of the Indemnifying Party; provided, that the Indemnified Party will not settle the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnified Party shall cooperate with the Indemnifying Party and, subject to obtaining proper assurances of confidentiality and privilege, shall make available to the Indemnifying Party all pertinent information under the control of the Indemnified Party.

Method of Asserting Claims. Whenever any Claim shall arise All claims for indemnification by any Indemnified Party under this Section 20, the indemnified party will give prompt written notice to the indemnifying party of such Claim, stating the nature, basis Article VI shall be asserted and resolved as follows: (to the extent knowna) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such ClaimThird Party Claims. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not control) the defense of If any such Claim, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding demand in respect of which indemnification may an Indemnified Party might seek indemnity under this Article VI is asserted against such Indemnified Party by a Person (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Third Party Claim Notice”) and the details thereof including copies of all relevant pleadings, documents and information to the Indemnifying Party within a period of thirty (30) days following the assertion of the Third Party Claim against the Indemnified Party (the “Third Party Claim Notice Period”). If the Indemnified Party fails to provide the Third Party Claim Notice within the Third Party Claim Notice Period, the Indemnifying Party will not be sought thereunder (whether or not any such indemnified party is a party obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced by such failure of the Indemnified Party. Within twenty (20) days after its receipt of the Third Party Claim Notice by the Indemnifying Party, the Indemnifying Party shall, in writing, either acknowledge or deny its obligations to indemnify and defend under this Article VI. If the Indemnifying Party acknowledges its obligations to indemnify and defend the Indemnified Party against the Third Party Claim, action then the Indemnifying Party shall defend, with counsel reasonably satisfactory to the Indemnified Party, such Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted to a final conclusion or cause will be settled, at the discretion of actionthe Indemnifying Party; provided, suit or proceeding)however, that the Indemnifying Party shall not enter into any settlement that does not fully and finally release the Indemnified Party from all claims, unless consented to by the Indemnified Party in writing. The Indemnified Party will cooperate in such settlementdefense, compromise and all costs or consent includes an unconditional release expenses incurred by it at the request of all the Indemnifying Party shall be paid by the Indemnifying Party. The Indemnified Party may, at the Indemnifying Party’s cost and expense, at any time prevent default or protect, file any pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests due to the failure of the Indemnifying Party to diligently defend such indemnified parties action. The Indemnified Party, at its sole expense, may participate in, but not control, any defense or settlement of any Third Party Claim conducted by the Indemnifying Party pursuant to this Section 6.5(a). If the Indemnifying Party denies its obligations to indemnify and defend the Indemnified Party from all liability arising out of such the Third Party Claim, actionor if the Indemnifying Party acknowledges its obligations but refuses to defend or fails to defend diligently or settle the Third Party Claim, suit then the Indemnified Party may in its sole discretion, settle or proceeding.defend the Third Party Claim. The Indemnifying Party will, at its sole cost and expense, cooperate in such defense. If it is thereafter determined that the Indemnifying Party was obligated to indemnify and defend the Indemnified Party and refused or failed to do so or failed to do so

Method of Asserting Claims. Whenever any Claim shall arise for The party seeking indemnification under this Section 20, (the indemnified party "Indemnitee") will give prompt written notice to the indemnifying other party or parties (the "Indemnitor") of such Claimany Claim which it discovers or of which it receives notice after the Closing and which might give rise to a claim by it against Indemnitor under Section 8 hereof, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party any Indemnitee to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party Indemnitor to defend such Claim. The indemnifying In case of any Claim or suit by a third party or by any governmental body, or any legal, administrative or arbitration proceeding with respect to which Indemnitor may have liability under the indemnity agreement contained in this Section 8, Indemnitor shall have be entitled to participate therein, and, to the sole right extent desired by it, to select counsel assume the defense thereof, and after notice from Indemnitor to Indemnitee of the election so to assume the defense thereof, Indemnitor will not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than reasonable costs of investigation, unless Indemnitor does not actually assume the defense thereof following notice of such election. Indemnitee and Indemnitor will render to each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such suit, Claim or proceeding. If the Indemnitor actually assumes the defense of such Claimthe Indemnitee, subject the Indemnitee will not make any settlement of any Claim which might give rise to liability of Indemnitor under the approval indemnity agreements contained in this Section without the written consent of the indemnified party (Indemnitor, which approval consent shall not be unreasonably withheld) , and the Indemnitor shall not agree to control the defense, make any settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not control) the defense of any such Claim, with its counsel and at its own expense. The indemnified party shall Claim which would not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder include the unconditional release of the Indemnitee without the prior written consent of the indemnifying party. The indemnifying party Indemnitee, which consent shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceeding.

Method of Asserting Claims. Whenever any Claim shall arise for The party seeking indemnification under this Section 20, (the indemnified party "Indemnitee") will give prompt written notice to the indemnifying other party or parties (the "Indemnitor") of such Claimany Claim which it discovers or of which it receives notice after the Closing and which might give rise to a claim by it against Indemnitor under Section 9 hereof, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party any Indemnitee to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party Indemnitor to defend such Claim. The indemnifying In case of any Claim or suit by a third party or by any governmental body, or any legal, administrative or arbitration proceeding with respect to which Indemnitor may have liability under the indemnity agreement contained in this Section 9, Indemnitor shall have be entitled to participate therein, and, to the sole right extent desired by it, to select counsel assume the defense thereof, and after notice from Indemnitor to Indemnitee of the election so to assume the defense thereof, Indemnitor will not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than reasonable costs of investigation, unless Indemnitor does not actually assume the defense thereof following notice of such election. Indemnitee and Indemnitor will render to each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such suit, Claim or proceeding. If the Indemnitor actually assumes the defense of such Claimthe Indemnitee, subject the Indemnitee will not make any settlement of any Claim which might give rise to liability of Indemnitor under the approval indemnity agreements contained in this Section without the written consent of the indemnified party (Indemnitor, which approval consent shall not be unreasonably withheld) , and the Indemnitor shall not agree to control the defense, make any settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not control) the defense of any such Claim, with its counsel and at its own expense. The indemnified party shall Claim which would not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder include the unconditional release of the Indemnitee without the prior written consent of the indemnifying party. The indemnifying party Indemnitee, which consent shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceeding.

Method of Asserting Claims. Whenever any Claim a claim shall arise for indemnification under this Section 20Article IX, the indemnified party will give prompt written notice Indemnified Party shall promptly deliver a Claim Notice to the indemnifying party Indemnifying Party of such Claimclaim and, stating when known, the naturefacts constituting the basis for such claim; provided, basis and (however, that failure to promptly give such Claim Notice shall not release the Indemnifying Party from its obligations under Section 9.01, except to the extent known) amount thereofthat the Indemnifying Party is materially prejudiced by such failure. In the event of any such claim for indemnification resulting from or in connection with a claim or Actions or Proceedings by a third party, the Indemnifying Party may, if it acknowledges in writing its full responsibility hereunder for paying or otherwise discharging such claim or Actions or Proceedings, assume, at its sole cost and expense, the defense thereof by written notice within 30 calendar days, using counsel that is reasonably satisfactory to the Indemnified Party (and whose fees shall be borne by the Indemnifying Party). If an Indemnifying Party assumes the defense of, and the full responsibility for paying or otherwise discharging, any such claim or Actions or Proceedings, the Indemnifying Party shall cooperate fully be entitled to take all steps necessary in the defensedefense thereof including the settlement of any case that involves solely monetary damages payable by the Indemnifying Party without the consent of the Indemnified Party; provided, settlement or compromise however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of such Claim; provided that failure to give prompt notice shall not jeopardize the its choice without any right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claimcontrol thereof. The indemnifying party shall have the sole right to select counsel for the defense of such ClaimIndemnifying Party, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not control) if it has assumed the defense of any such Claim, with its counsel and at its own expense. The indemnified party shall not settle claim or compromise any Claim Actions or Proceedings by a third party for which it is entitled to indemnification hereunder without the prior written as provided herein, shall not consent to, or enter into, any compromise or settlement of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may settlement (i) commits the Indemnified Party to take, or to forbear to take, any action or (ii) does not be unreasonably withheld) before ceasing to defend against provide for a full and complete written release by such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party willthe Indemnified Party), without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment that does not relate solely to monetary damages arising from, any such claim or Actions or Proceedings by a third party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any pending investigation, defense, pre-trial activities, trial, compromise, settlement or threatened Claim, action or cause discharge of action, suit or proceeding any claim in respect of which indemnification may indemnity is sought pursuant to this Article IX, at the Indemnifying Party’s expense, subject to Section 9.01(c). So long as the Indemnifying Party is in good faith defending such claim or proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be sought thereunder (whether unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of any such indemnified party is a party to claim or litigation in writing promptly following notice thereof, the Indemnified Party may defend against such Claimclaim or litigation in such manner as it may deem appropriate, action including settling such claim or cause litigation on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of actionthis Article IX, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out and the costs of such Claim, action, suit or proceedingactions taken by the Indemnified Party shall be paid by the Indemnifying Party.

Method of Asserting Claims. Whenever any Claim shall arise All claims for indemnification under by any Vemanti Indemnified Person shall be asserted and resolved as set forth in this Section 20, 4.3. Any Vemanti Indemnified Person seeking indemnity pursuant to Section 4.1 shall notify the indemnified party will give prompt written notice to Indemnifying Party in writing the indemnifying party of such demand for indemnification. The Indemnifying Party shall have thirty (30) days from the personal delivery or mailing of such notice (the "Notice Period") to notify the Vemanti Indemnified Person whether or not it desires to defend the Vemanti Indemnified Person against such claim or demand with respect to a claim or demand based on a Third Party Claim. In the event that the Indemnifying Party notifies the Vemanti Indemnified Person within the Notice Period that, with respect to a Third Party Claim, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party it desires to defend the Vemanti Indemnified Person against such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such Third Party Claim, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party Indemnifying Party shall have the right to participate in defend the Vemanti Indemnified Person at the Indemnifying Party's sole cost and expense and with counsel (but not controlplus local counsel if appropriate) reasonably satisfactory to the defense of any such Claim, with its counsel and at its own expenseVemanti Indemnified Person. The indemnified party Indemnifying Party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder not, without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party willVemanti Indemnified Person, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in or enter into any pending or threatened Claim, settlement agreement with respect to any action or cause of action, suit or proceeding in respect of which indemnification may be is sought thereunder under Section 4.1 (whether or not any such indemnified the Vemanti Indemnified Person is an actual or potential party is a party to such Claim, action or cause of action, suit or proceedingthereto), unless such settlementcompromise, compromise consent or consent includes an unconditional release settlement involves only the payment of all money damages for which the Indemnifying Party will indemnify the Vemanti Indemnified Person hereunder. If the right to assume and control the defense is exercised, the I Vemanti Indemnified Person shall have the right to participate in, but not control, such indemnified parties from all liability arising out defense at its own expense and the Indemnifying Party's indemnity obligations shall be deemed not to include attorneys' fees and litigation expenses incurred in such participation by the Vemanti Indemnified Person after the assumption of the defense by the Indemnifying Party in accordance with the terms of this Agreement; provided, however, that the Vemanti Indemnified Persons collectively shall be entitled to employ one firm or separate counsel (plus local counsel if appropriate) to represent the Vemanti Indemnified Persons if, in the opinion of counsel to each Vemanti Indemnified Person seeking to employ such separate counsel, a conflict of interest between such Vemanti Indemnified Person or Persons and the Indemnifying Party exists in respect of such Claimclaim and in each such event, actionthe fees, suit costs and expenses of one such firm or proceedingseparate counsel (plus one local counsel per jurisdiction if appropriate) shall be paid in full by the Indemnifying Party. If the Indemnifying Party has not elected to assume the defense of a Third Party Claim within the Notice Period, the Vemanti Indemnified Person may defend and settle the claim for the account and cost of the Indemnifying Party; provided, that the Vemanti Indemnified Person will not settle the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Vemanti Indemnified Person shall cooperate with the Indemnifying Party and, subject to obtaining proper assurances of confidentiality and privilege, shall make available to the Indemnifying Party all pertinent information under the control of the Vemanti Indemnified Person.

Method of Asserting Claims. Whenever (a) If any Claim shall arise for person or entity who or which is entitled to seek indemnification under subparagraph (a)(1)(an Indemnified Party ) receives notice of the assertion or commencement of any third-party claim against such Indemnified Party with respect to which the person or entity against whom or which such indemnification is being sought (an Indemnifying Party ) is obligated to provide indemnification under this Section 20Agreement, the indemnified party Indemnified Party will give the Indemnifying Party reasonably prompt written notice to the indemnifying party of such Claim, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully but in the defense, settlement or compromise any event not later than twenty (20) days after receipt of such Claim; provided that failure to give prompt written notice shall not jeopardize the right of the indemnified a third-party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claimclaim. The indemnifying notice by the Indemnified Party will describe the third-party shall have the sole right to select counsel for the defense claim in reasonable detail and will include copies of such Claim, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claimall available material written evidence thereof. The indemnified party shall Indemnifying Party will have the right to participate in (but not control) or, by giving written notice to the Indemnified Party, to assume, the defense of any such Claimthird-party claim at the Indemnifying Party’s own expense and by the Indemnifying Party’s own counsel (reasonably satisfactory to the Indemnified Party) and the Indemnified Party will cooperate in good faith in that defense. If, within ten (10) days after giving notice of a third-party claim to an Indemnifying Party pursuant to subparagraph (a)(1), an Indemnified Party receives written notice from the Indemnifying Party that the Indemnifying Party has elected to assume the defense of the third-party claim as provided in the last sentence of subparagraph (a)(2), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with its counsel and at the defense thereof; provided, however, that if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the third-party claim within ten (10) days after receiving written notice from the Indemnified Party that the Indemnified Party reasonably believes the Indemnifying Party has failed to take those steps, the Indemnified Party may assume its own expensedefense, and the Indemnifying Party will be liable for all reasonable costs and expenses paid or incurred in connection therewith. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without Without the prior written consent of the indemnifying party. The indemnifying party shall obtain Indemnified Party, the prior written approval of the indemnified party (which approval may Indemnifying Party will not be unreasonably withheld) before ceasing to defend against such third party claim or entering enter into any settlement or compromise of such third any third-party claim involving which would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or which provides for injunctive or similar equitable other non-monetary relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent applicable to the entry of any judgment in any pending Indemnified Party, or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or does not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes include an unconditional release of all Indemnified Parties. If a firm offer is made to settle a third-party claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder and the Indemnifying Party desires to accept and agree to that firm offer, the Indemnifying Party will give written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to that firm offer within ten (10) days after its receipt of the notice, the Indemnified Party may continue to contest or defend the third-party claim and, in such indemnified parties from all event, the maximum liability arising out of such Claimthe Indemnifying Party as to the third-party claim will not exceed the amount of that firm offer. The Indemnified Party will provide the Indemnifying Party with reasonable access during normal business hours to books, action, suit or proceedingrecords and employees of the Indemnified Party necessary in connection with the Indemnifying Party’s defense of any third-party claim which is the subject of a claim for indemnification by an Indemnified Party hereunder.

Method of Asserting Claims. Whenever any Claim shall arise for The party claiming indemnification under this Section 20, hereunder (the indemnified party "Indemnitee") will give prompt written notice ("Notice of Claim") to the indemnifying party from whom such indemnification is sought (the "Indemnitor") of such any claim ("Claim") which it discovers or of which it receives notice after the Closing and which might give rise to a Claim by it against the Indemnitor under Section 8 hereof, stating the nature, basis and (to the extent knownknown or reasonably estimated) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party any Indemnitee to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party Indemnitor to defend or minimize the amount of such Claim. In the case of any Claim or suit by a third party or by any governmental body, or any legal, administrative or arbitration proceeding with respect to which Indemnitor may have liability under this Section 8, Indemnitor shall be entitled to participate therein, and to the extent desired by it or him to assume the defense thereof, if Indemnitor gives written notice of its election to assume the defense thereof within sixty (60) days of its receipt of the Notice of Claim. If Indemnitor gives such notice to Indemnitee of the election to assume the defense thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses incurred by the Indemnitee in connection with the defense thereof, following the receipt of such notice provided for above, unless Indemnitor does not actually assume the defense thereof following notice of such election. The indemnifying party shall have the sole right parties will render to select counsel for each other such assistance as may reasonably be required of each other at Indemnitor's expense, in order to insure proper and adequate defense of any such suit, Claim or proceeding. If Indemnitor actually assumes the defense of such Claimthe Indemnitee, subject to the approval Indemnitor shall have sole control of the indemnified party (which approval shall not be unreasonably withheld) defense and to control negotiations for the defense, settlement or compromise of such Claim. The indemnified party shall have , the right to participate in (but Indemnitee will not control) the defense make any settlement of any such Claim, with its counsel and at its own expense. The indemnified party shall not settle or compromise Claim which might give rise to liability of any Claim by a third party for which it is entitled to indemnification hereunder of the Indemnitor under the indemnity agreements contained in this Section without the prior written consent of Indemnitor, and the indemnifying party. The indemnifying party Indemnitor shall obtain not agree to make any settlement of any Claim which would not include the prior written approval unconditional release of the indemnified party (Indemnitee without the written consent of Indemnitee, which approval may consent shall not be unreasonably withheld) before ceasing to defend against such third party claim , delayed or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceedingconditioned.

Method of Asserting Claims. Whenever If any Claim shall arise for person entitled to indemnification under this pursuant to Section 206.1 hereof (an "Indemnitee") is threatened in writing with any claim, or any claim is presented in writing to, or any action or proceeding is formally commenced against, any of the Indemnitees which may give rise to the right of indemnification hereunder, the indemnified party Indemnitee will promptly give prompt written notice thereof to each indemnifying party; provided, however, that any delay by an Indemnitee in so notifying the indemnifying party shall not relieve the indemnifying party of such Claim, stating any liability to any of the nature, basis and (Indemnitees hereunder except to the extent known) amount thereof, and that the indemnifying party shall cooperate fully in the defense, settlement or compromise have been actually prejudiced as a result of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claimfailure. The indemnifying party shall have the sole right or parties, by delivery of written notice to select counsel for an Indemnitee within 30 days of notice of claim to indemnity from an Indemnitee, may elect to assume the defense of such Claimclaim, action or proceeding at the expense of the indemnifying party; provided, however, that (a) unless such written notice shall be accompanied by a written agreement of each indemnifying party acknowledging the liability of the indemnifying parties to the Indemnitees as a result of this Agreement for any indemnified damage which any Indemnitee might incur or suffer as a result of such claim, action or proceeding or the contesting thereof, each indemnifying party shall be jointly and severally liable for the attorneys' fees and expenses of the Indemnitee, if any, incurred in connection with defending such claim; (b) counsel undertaking such defense shall be reasonably acceptable to the Indemnitee; (c) the indemnifying parties shall mutually elect to contest such claim, action or proceeding and shall conduct and settle such contest in a joint manner, and if the indemnifying parties shall fail at any time to agree, the Indemnitee shall have no obligation to contest such claim, action or proceeding and (d) if the Indemnitee requests in writing that such claim, action or proceeding not to be contested, then it shall not be contested but shall not be covered by the indemnities provided herein. The indemnifying parties may settle an indemnifiable matter after delivering a written description of the proposed settlement to and receiving consent from the Indemnitee. In the event the Indemnitee unreasonably declines to consent to such settlement, then the Indemnitee shall have no right to indemnification beyond the amount of the proposed settlement. In the event the indemnifying parties jointly elect to contest an indemnifiable matter, the Surviving Corporation, Parent and the Principals shall permit each other reasonable access, subject to the approval provisions of Section 4.6 hereof, to their respective books and records and shall otherwise cooperate in connection with such claim. If the indemnified party (which approval indemnifying parties do not jointly elect to contest an indemnifiable matter, they shall cooperate with the Indemnitee to the extent any of them has knowledge of facts or circumstances relating to such matter, and the Indemnitee shall have the exclusive right to prosecute, defend, compromise, settle or pay any claim, but the Indemnitee shall not be unreasonably withheld) and obligated to control do so; provided, however, that, should the defenseIndemnitee elect not to exercise its right exclusively to prosecute, settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not control) the defense of any such Claimdefend, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified partycompromise, settle or compromise or consent pay such claim, any indemnifying party may elect to do so at its sole expense. To secure their obligations pursuant to the entry provisions of this Section, the Principals agree to escrow shares of Parent Common Stock issuable to them in the Merger with an aggregate value of $800,000.00 (based upon the Closing Price), pursuant to the terms and conditions of the Escrow Agreement. Indemnity obligations hereunder shall be satisfied, in the case of indemnification of any judgment Buyer Indemnified Person, through the release of Parent Common Stock pursuant to the Escrow Agreement, such shares to be valued as of the last reported sale on the last trading day prior to the release as reported in The Wall Street Journal, or its successor. Survival. The representations and warranties of the Parties set forth in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby and continue until 12 months after the Closing Date and shall not be affected by any pending examination made for or threatened Claimon behalf of any Party or the knowledge of any of their respective officers, action directors, stockholders, employees or cause agents. Notwithstanding the foregoing, the representations and warranties contained in Section 2.23 relating to environmental matters shall survive the Closing and the consummation of action, suit or proceeding the transactions contemplated thereby indefinitely; and the representations and warranties contained in respect Section 2.9 relating to tax matters shall survive the Closing and the consummation of which indemnification may be sought thereunder (whether or not any such indemnified party is a party the transactions contemplated thereby and continue until the expiration of the applicable statute of limitations relating to such Claimtax representations. If a notice is given in accordance with the Escrow Agreement before expiration of such periods, action then (notwithstanding the expiration of such time period) the representation or cause warranty applicable to such claim shall survive until, but only for purposes of, the resolution of actionsuch claim. Limitation. Notwithstanding anything to the contrary herein, suit or proceedingexcept as provided in Section 6.4(c), unless such settlementthe aggregate liability of the Principals for Damages under this Article VI shall not exceed the fair market value of the Escrow Shares, compromise as determined in accordance with the Escrow Agreement, and the sole remedy of any Buyer Indemnified Person hereunder shall be to make a claim against the Escrow Shares as provided in the Escrow Agreement. Notwithstanding anything to the contrary herein, except as provided in Section 6.4(c), the aggregate liability of Parent for Damages under this Article VI shall not exceed $800,000. Except with respect to claims based on fraud, the rights of the Indemnitees under this Article VI shall be the exclusive remedy of the Buyer Indemnified Persons and the Indemnified Persons with respect to claims resulting from or consent includes an unconditional release relating to any misrepresentation, breach of all such indemnified parties from all liability arising out warranty or failure to perform any covenant or agreement of such Claimany party hereto contained in this Agreement (provided that nothing contained in this Agreement shall limit or restrict any right or remedy Parent, actionthe Buyer or the Surviving Corporation may have under any Environmental Law). No Company Stockholder shall have any right of contribution against the Company with respect to any breach by the Company of any of its representations, suit warranties, covenants or proceedingagreements.

Method of Asserting Claims. Whenever any Claim shall arise for The party seeking indemnification under this Section 20, (the indemnified party "Indemnitee") will give prompt written notice to the indemnifying other party or parties (the "Indemnitor") of such Claimany Claim which it discovers or of which it receives notice after the Closing and which might give rise to a Claim by it against Indemnitor under Section 9 hereof, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party any Indemnitee to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party Indemnitor to defend such Claim. The indemnifying In case of any Claim or suit by a third party or by any governmental body, or any legal, administrative or arbitration proceeding with respect to which Indemnitor may have liability under the indemnity agreement contained in this Section 9, Indemnitor shall have be entitled to participate therein, and, to the sole right extent desired by it, to select counsel assume the defense thereof, and after notice from Indemnitor to Indemnitee of the election so to assume the defense thereof, Indemnitor will not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than reasonable costs of investigation, unless Indemnitor does not actually assume the defense thereof following notice of such election. Indemnitee and Indemnitor will render to each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such suit, Claim or proceeding. If the Indemnitor actually assumes the defense of such Claimthe Indemnitee, subject the Indemnitee will not make any settlement of any Claim which might give rise to liability of Indemnitor under the approval indemnity agreements contained in this Section without the written consent of the indemnified party (Indemnitor, which approval consent shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but Indemnitor will not control) the defense make any settlement of any such Claim, with its counsel and at its own expense. The indemnified party shall Claim which does not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes include an unconditional release of all such indemnified parties from all liability arising out the Indemnitee or would affect the manner in which the Indemnitee may conduct its business, without the written consent of such Claim, action, suit or proceedingIndemnitee.

Method of Asserting Claims. Whenever any Claim shall arise for indemnification The party making a claim under this Section 20Article VIII is referred to as the "Indemnified Party" and the party against whom such claims are asserted under this Article VIII is referred to as the "Indemnifying Party." All claims by any Indemnified Party under this Article VIII shall be asserted and resolved as follows: 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, with reasonable promptness, notify in writing the indemnified party will give prompt written notice to the indemnifying party Indemnifying Party of such Claimclaim or demand, stating specifying the naturebasis for such claim or demand, basis and (the amount or the estimated amount thereof to the extent known) then determinable (which estimate shall not be conclusive of the final amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claimclaim and demand; provided the "Claim Notice"); provided, however, that any failure to give prompt notice shall such Claim Notice will not jeopardize the right be deemed a waiver of any rights of the indemnified party Indemnified Party except to indemnification unless such failure shall have materially prejudiced the ability extent the rights of the indemnified party to defend Indemnifying Party are actually prejudiced by such Claimfailure. The indemnifying party Indemnifying Party, upon request of the Indemnified Party, shall have retain counsel (who shall be reasonably acceptable to the sole right Indemnified Party) to select counsel for represent the defense Indemnified Party and shall pay the reasonable fees and disbursements of such Claimcounsel with regard thereto provided, subject however, that any Indemnified Party is hereby authorized prior to the approval date on which it receives written notice from the Indemnifying Party designating such counsel, to retain counsel, whose fees and expenses shall be at the expense of the indemnified party (Indemnifying Party, to file any motion, answer or other pleading and take such other action which approval it reasonably shall not be unreasonably withheld) and deem necessary to control protect its interests or those of the defenseIndemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. After the Indemnifying Party shall retain such counsel, settlement or compromise of such Claim. The indemnified party the Indemnified Party shall have the right to participate in retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (but not controlx) the defense Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (y) the named parties of any such Claimproceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not, in connection with any proceedings or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one such firm for the Indemnified Party (except to the extent the Indemnified Party retained counsel to protect its (or the Indemnifying Party's) rights prior to the selection of counsel by the Indemnifying Party.) If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel and at its own expensein contesting any claim or demand which the Indemnifying Party defends. The indemnified party shall A claim or demand may not settle or compromise any Claim be settled by a third party for which it is entitled to indemnification hereunder the Indemnifying Party without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party Indemnified Party (which approval may consent will not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise unless, as part of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an the Indemnified Party shall receive a full and unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceedingreasonably satisfactory to the Indemnified Party.

Method of Asserting Claims. Whenever any Claim shall arise If a claim for indemnification pursuant to Sections 12.2 or 12.3 (a "Claim") is to be made by a party entitled to indemnification hereunder, the party claiming such indemnification (the "Indemnified Party") shall give written notice (a "Claim Notice") to the other party (the "Indemnifying Party") promptly after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 2012.5. Provided notice is given within the time period set forth in Section 12.1 above, the indemnified party will failure of any Indemnified Party to give prompt written timely notice hereunder shall not affect rights to the indemnifying party of such Claimindemnification hereunder, stating the nature, basis except and (only to the extent known) amount thereofthat, the Indemnifying Party demonstrates actual material damage caused by such failure, and then only to the extent thereof. In the case of a Claim brought pursuant to Section 12.2 or 12.3 involving the assertion of a claim by a third party (whether pursuant to a lawsuit, other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party shall cooperate fully acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 12.5, the Indemnified Party may, at its own cost and expense, participate in the defenseinvestigation, settlement or compromise trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that failure there may be one or more legal defenses available to give prompt notice such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall not jeopardize be entitled, at the right Indemnifying Party's cost, risk and expense, to retain one firm of separate counsel of its own choosing. If the indemnified party Indemnifying Party fails to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for assume the defense of such ClaimThird-Party Claim in accordance with this Section 12.5 within fifteen (15) calendar days after receipt of the Claim Notice, subject the Indemnified Party against which such Third-Party Claim has been asserted shall (upon delivering notice to such effect to the approval Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the indemnified party (Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which approval consent shall not be unreasonably withheld, unless (A) and to control the defense, settlement there is no finding or compromise of such Claim. The indemnified party shall have the right to participate in (but not control) the defense admission of any such Claim, with its counsel and at its own expense. The indemnified party shall not settle violation of any law or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent violation of the indemnifying party. The indemnifying party shall obtain the prior written approval rights of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party Person and no indemnifying party will, without prior written consent of each effect on any other claims that may be made against the indemnified party, settle or compromise or consent to and (B) the entry of any judgment sole relief provided is monetary damages that are paid in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceeding.full by the Indemnifying Party. In the event the Indemnifying Party

Method of Asserting Claims. Whenever any Claim shall arise All claims for indemnification by any Indemnified Party under this Section 209.01 will be asserted and resolved as follows: In the event any claim or demand in respect of which an Indemnified Party might seek indemnity or reimbursement under Section 9.01 is asserted against or sought to be collected from such Indemnified Party by a Person other than Seller, Purchaser or any Affiliate of Seller or Purchaser (a "Third Party Claim"), the indemnified party will give prompt written notice Indemnified Party shall deliver a Claim Notice with reasonable promptness to the indemnifying party Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, stating the nature, basis and (Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent known) amount that the Indemnifying Party's ability to defend has been irreparably prejudiced by such failure of the Indemnified Party. The Indemnifying Party will notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 9.01 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.02(a), then the Indemnifying Party will have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party will not be indemnified in full by reason of Section 9.03). The Indemnifying Party will have control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party's delivery of the notice referred to in the first sentence of this Section 9.02(a)(i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.02(a)(i), and shall cooperate fully except as provided in the defensepreceding sentence, the Indemnified Party will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense or settlement of a Third Party Claim at any time if it waives its right to indemnity under Section 9.01 with respect to such Third Party Claim. If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to Section 9.02(a), or compromise of if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim; provided that failure , or if the Indemnifying Party fails to give prompt any notice shall not jeopardize whatsoever within the Dispute Period, then the Indemnified Party will have the right to defend, at the sole cost and expense of the indemnified party to indemnification unless such failure shall have materially prejudiced Indemnifying Party, the ability Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the indemnified party to defend such Claim. The indemnifying party shall have Indemnified Party (with the sole right to select counsel for the defense of such Claim, subject to the approval consent of the indemnified party (Indemnifying Party, which approval shall consent will not be unreasonably withheld) and to ). The Indemnified Party will have full control the defense, settlement or compromise of such Claimdefense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this Section 9.02(a)(ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 9.02(a)(ii) or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party will reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The indemnified party shall have the right to Indemnifying Party may participate in (in, but not control) , any defense or settlement controlled by the defense of any Indemnified Party pursuant to this Section 9.02(a)(ii), and the Indemnifying Party will bear its own costs and expenses with respect to such participation. If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to the Indemnified Party with respect to the Third Party Claim under Section 9.01 or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim, the Loss in the amount specified in the Claim Notice will be conclusively deemed a liability of the Indemnifying Party under Section 9.01 and the Escrow Agent or Indemnifying Party (as applicable) shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with its counsel respect to such claim, the Indemnifying Party and at its own expensethe Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction. In the event any Indemnified Party should have a claim under Section 9.01 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The indemnified party failure by any Indemnified Party to give the Indemnity Notice shall not settle impair such party's rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or compromise any Claim by fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss in the amount specified in the Indemnity Notice will be conclusively deemed a third party for which it is entitled to indemnification hereunder without the prior written consent liability of the indemnifying party. The indemnifying party shall obtain Indemnifying Party under Section 9.01 and the prior written approval Escrow Agent of the indemnified party Indemnifying Party (which approval may not be unreasonably withheldas applicable) before ceasing to defend against such third party claim or entering into any settlement or compromise shall pay the amount of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent Loss to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claimclaim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such Claimdispute, actionand if not resolved through negotiations within the Resolution Period, suit such dispute shall be resolved by litigation in a court of competent jurisdiction. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described therein or proceedingfails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Claim Notice or Indemnity Notice, as the case may be, the Loss specified in the notice will be conclusively deemed to have been incurred by the Indemnified Party. If the Indemnifying Party has timely disputed the claim described in such Claim Notice or Indemnity Notice, as the case may be, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction.

Method of Asserting Claims. Whenever any Claim shall arise All claims for indemnification under by any DISH Indemnified Person or EchoStar Indemnified Person (each, an “Indemnified Party”) shall be asserted and resolved as set forth in this Section 20‎Section 6.4. Any Indemnified Party seeking indemnity pursuant to ‎Section 6.1 or ‎Section 6.2 shall notify in writing the Party from whom indemnification is sought (the “Indemnifying Party”) of such demand for indemnification. The Indemnifying Party shall have *** from the personal delivery or mailing of such notice (the “Notice Period”) to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demand with respect to a claim or demand based on a Third Party Claim. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that, with respect to a Third Party Claim, it desires to defend the Indemnified Party against such Third Party Claim, the indemnified party will give prompt written notice to the indemnifying party of such Claim, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party Indemnifying Party shall have the right to participate in defend the Indemnified Party at the Indemnifying Party’s sole cost and expense and with counsel (but not controlplus local counsel if appropriate) reasonably satisfactory to the defense of any such ClaimIndemnified Party. No Indemnifying Party shall, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party willIndemnified Party, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in or enter into any pending or threatened Claim, settlement agreement with respect to any action or cause of action, suit or proceeding in respect of which indemnification may be is sought thereunder under ‎Section 6.1 or ‎Section 6.2 (whether or not any such indemnified the Indemnified Party is an actual or potential party is a party to such Claim, action or cause of action, suit or proceedingthereto), unless such settlementcompromise, compromise consent or consent includes an unconditional release settlement involves only the payment of all money damages for which the Indemnifying Party will indemnify the Indemnified Party hereunder. If the right to assume and control the defense is exercised, the Indemnified Party shall have the right to participate in, but not control, such indemnified parties from all liability arising out defense at its own expense and the Indemnifying Party’s indemnity obligations shall be deemed not to include attorneys’ fees and litigation expenses incurred in such participation by the Indemnified Party after the assumption of the defense by the Indemnifying Party in accordance with the terms of this Agreement; provided, however, that the Indemnified Parties collectively shall be entitled to employ one firm or separate counsel (plus local counsel if appropriate) to represent the Indemnified Parties if, in the opinion of counsel to each Indemnified Party seeking to employ such separate counsel, a conflict of interest between such Indemnified Party or Parties and the Indemnifying *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. Party exists in respect of such Claimclaim and in each such event, actionthe fees, suit costs and expenses of one such firm or proceedingseparate counsel (plus one local counsel per jurisdiction if appropriate) shall be paid in full by the Indemnifying Party. If the Indemnifying Party has not elected to assume the defense of a Third Party Claim within the Notice Period, the Indemnified Party may defend and settle the claim for the account and cost of the Indemnifying Party; provided, that the Indemnified Party will not settle the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnified Party shall cooperate with the Indemnifying Party and, subject to obtaining proper assurances of confidentiality and privilege, shall make available to the Indemnifying Party all pertinent information under the control of the Indemnified Party.

Method of Asserting Claims. Whenever (a) In the event that any Claim shall arise claim or demand for indemnification under this Section 20, the indemnified party will give prompt written notice which an Indemnifying Party would be liable to the indemnifying party of such Claim, stating the nature, basis and (an Indemnified Party hereunder is asserted against or sought to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not control) the defense of any such Claim, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim collected from an Indemnified Party by a third party (a "Third Party Claim") or an Indemnified Party seeks indemnification from an Indemnifying Party in connection with any other type of claim for which it is entitled indemnity may be sought hereunder (referred to indemnification herein as a "Non Third Party Claim"), the Indemnified Party shall use reasonable efforts to notify the Indemnifying Party in writing of such Third Party Claim or Non Third Party Claim, specifying the nature of such Third Party Claim or Non Third Party Claim arising hereunder without and the prior written consent amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the indemnifying partyfinal amount of such Third Party Claim or Non Third Party Claim) (the "Claim Notice"). The indemnifying party Indemnifying Party shall obtain have twenty calendar days ------------- (or such earlier period of time as may be required for the prior written approval filing of responsive pleadings to any legal action instituted with respect to the Third Party Claim or Non Third Party 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 receipt of the indemnified party Claim Notice (which approval may the "Response Notice Period") to notify the Indemnified Party, (A) whether ---------------------- or not be unreasonably withheldit disputes its liability to the Indemnified Party hereunder with respect to such Third Party Claim or Non Third Party Claim and (B) before ceasing to defend notwithstanding any such dispute, whether or not it will defend, at its sole cost and expense, the Indemnified Party against such third party Third Party Claim. No failure by an Indemnified Party to notify the Indemnifying Party of the existence or assertion of a claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of for which indemnification may be sought thereunder (whether shall constitute a defense to or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out waiver of such Claim, action, suit 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 proceedingdelay.

Method of Asserting Claims. Whenever any Claim shall arise for indemnification An Indemnified Person under this Section 20Agreement shall, with respect to claims asserted against such party by any third party, give written notice to each Indemnifying Person of any liability which might give rise to a claim for indemnity under this Agreement promptly (and in any event within sixty (60) days) upon the indemnified party will receipt of any written claim from any such third party, and with respect to other matters for which the Indemnified Person may seek indemnification, give prompt written notice to each Indemnifying Person of any liability or loss which might give rise to a claim for indemnity; provided, however, that any failure to give such notice on a timely basis will not waive any rights of the indemnifying party of such Claim, stating the nature, basis and (Indemnified Person except to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right rights of the indemnified party Indemnifying Person are materially prejudiced. As to indemnification unless such failure shall have materially prejudiced any claim, action, suit or proceeding by a third party, the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for Indemnifying Person may assume the defense of such Claimmatter, subject including the employment of counsel and the payment of all expenses relating thereto. The Indemnifying Person shall give written notice to the approval each Indemnified Person of its assumption of the indemnified party defense of any action, suit or proceeding within fifteen (15) days of receipt of notice from the Indemnified Person with respect to such matter. The Indemnified Person shall have the right to employ its or their own counsel in any such matter, but the reasonable fees and expenses of such counsel shall be the responsibility of such Indemnified Person unless (i) the Indemnifying Person has not reasonably promptly employed counsel satisfactory to such Indemnified Person, or (ii) the Indemnified Person has reasonably concluded that the conduct of such proceedings by the Indemnifying Person and counsel of its choosing will prejudice the rights of the Indemnified Person. The Indemnified Person shall provide such cooperation and such access to its books, records and properties as the Indemnifying Person shall reasonably request with respect to such matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. An Indemnified Person shall not make any settlement of any claim without the written consent of the Indemnifying Person, which approval consent shall not be unreasonably withheld) . Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving consideration or relief other than the payment of money. After settlement and payment thereof, the Indemnifying Person shall have no right to control dispute or object to the defense, amount of the settlement or compromise a claim for indemnification based thereon. With regard to claims of third parties for which indemnification is payable hereunder, such Claim. The indemnified party indemnification shall have be paid by the Indemnifying Person upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Person and the expiration of any applicable appeal period, or if earlier, five days prior to the date that the judgment creditor has the right to participate in execute the judgment; (but not controlii) the defense of any such Claim, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any an unappealable judgment or final appellate decision against the Indemnified Person; (iii) the date required in any pending agreement for the settlement of the claim; or threatened Claim(iv) with respect to indemnities for liabilities relating to Tax, action or cause upon the issuance of actionany resolution by a taxation authority. Notwithstanding the foregoing, suit or proceeding in respect provided that there is no dispute as to the applicability of which indemnification may indemnification, expenses of counsel to the Indemnified Person shall be sought thereunder (whether or not any reimbursed on a current basis by the Indemnifying Person if such indemnified party is expenses are a party to such Claim, action or cause liability of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceedingthe Indemnifying Person.

Method of Asserting Claims. Whenever (a) In the event that any Claim shall arise 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 an Indemnified Party by a third party (a "Third Party Claim") or an Indemnified Party seeks indemnification under this Section 20from an Indemnifying Party in connection with any other type of claim for which indemnity may be sought hereunder (collectively, and including Third Party Claims, a "Claim"), the indemnified party will give prompt written notice Indemnified Party shall use reasonable efforts to notify the indemnifying party Indemnifying Party in writing of such Claim, stating specifying the nature, basis nature of such Claim arising hereunder and (the amount or the estimated amount thereof to the extent known) then feasible (which estimate shall not be conclusive of the final amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure ) (the "Claim Notice"). The Indemnifying Party shall have twenty calendar days (or such earlier period of time as may be required for the filing of responsive pleadings to give prompt notice shall 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 jeopardize less than 10 days) from the right receipt of the indemnified party Claim Notice (the "Response Notice Period") to indemnification unless notify the Indemnified Party, (A) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such failure shall have materially prejudiced Claim and (B) notwithstanding any such dispute, if it is a Third Party Claim, whether or not it will defend, at its sole cost and expense, the ability of the indemnified party to defend Indemnified Party against such Claim. The indemnifying party shall have No failure by an Indemnified Party to notify the sole right to select counsel for the defense of such Claim, subject to the approval Indemnifying Party of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement existence or compromise assertion of such Claim. The indemnified party shall have the right to participate in (but not control) the defense of any such Claim, with its counsel and at its own expense. The indemnified party shall not settle or compromise any a Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether shall constitute a defense to or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out waiver of such Claim, action, suit 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 proceedingdelay.

Method of Asserting Claims. Whenever any Claim shall arise All ------------------------------ -------------------------- claims for indemnification by any Indemnified Party under this Section Article X shall be asserted and resolved in writing 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 twenty (20, the indemnified party will give prompt written notice to the indemnifying party ) days of such Claimclaim or demand being made, stating notify the natureIndemnifying 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 known) amount thereof, and shall cooperate fully then feasible (the "Claim Notice"). The estimate of Loss contained in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice Claim Notice shall not jeopardize limit the right amount of the indemnified party to indemnification unless such failure shall have materially prejudiced Indemnifying Party's ultimate liability under the ability of the indemnified party to defend such Claimclaim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject to the approval of the indemnified party (which approval Indemnifying Party shall not be unreasonably withheldobligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty (20) and to control the defense, settlement or compromise of such Claimday period. The indemnified party Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, 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 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 it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, 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 it to a final conclusion. If the Indemnified Party desires to participate in (in, but not control) the defense of , any such Claimdefense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and at its own expense. The indemnified party shall not settle or compromise related to the claim in question, in making any Claim by a third party for which it is entitled to indemnification hereunder without counterclaim against the prior written consent of person asserting the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Party. (b In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or compromise of such third party claim involving injunctive or similar equitable relief demand being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified or sought to be collected from it by a third party, settle or compromise or consent the Indemnified Party shall send a Claim Notice with respect to such claim to the entry of any judgment in any pending or threatened ClaimIndemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out the amount of such Claimclaim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, actionas provided above, suit or proceeding.such dispute shall be resolved by arbitration as provided in Article 13.11. 10.4

Method of Asserting Claims. Whenever any Claim shall arise All ------------------------------ -------------------------- claims for indemnification by any Indemnified Party under this Section Article X shall be asserted and resolved 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 twenty (20, the indemnified party will give prompt written notice to the indemnifying party ) days of such Claimclaim or demand being made, stating notify the natureIndemnifying 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 known) amount thereof, and shall cooperate fully then feasible (the "Claim Notice"). The estimate of Loss contained in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice Claim Notice shall not jeopardize limit the right amount of the indemnified party to indemnification unless such failure shall have materially prejudiced Indemnifying Party's ultimate liability under the ability of the indemnified party to defend such Claimclaim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject to the approval of the indemnified party (which approval Indemnifying Party shall not be unreasonably withheldobligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty (20) and to control the defense, settlement or compromise of such Claimday period. The indemnified party Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, 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 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 it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, 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 it to a final conclusion. If the Indemnified Party desires to participate in (in, but not control) the defense of , any such Claimdefense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and at its own expense. The indemnified party shall not settle or compromise related to the claim in question, in making any Claim by a third party for which it is entitled to indemnification hereunder without counterclaim against the prior written consent of person asserting the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Party. (b In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or compromise of such third party claim involving injunctive or similar equitable relief demand being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified or sought to be collected from it by a third party, settle or compromise or consent the Indemnified Party shall send a Claim Notice with respect to such claim to the entry of any judgment in any pending or threatened ClaimIndemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out the amount of such Claimclaim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, actionas provided above, suit or proceeding.such dispute shall be resolved by arbitration as provided in Article 13.11. 10.4

Method of Asserting Claims. Whenever any Claim shall arise All claims for indemnification under by any party entitled to indemnification hereunder (an "Indemnified Party") shall be asserted and resolved as set forth in this Section 2010.4. Any Indemnified Party seeking indemnity shall notify the party from whom indemnification is sought (the "Indemnifying Party") promptly, but in no event later than the indemnified party will give prompt written notice to 20th day after receipt by the indemnifying party Indemnified Party of a Third Party claim or demand of such Claim, stating claim or demand and the nature, basis and (amount or the estimated amount thereof to the extent known) amount thereofthen feasible; provided, and shall cooperate fully in the defensehowever, settlement or compromise of such Claim; provided that any failure to give prompt provide such notice shall not jeopardize the right constitute a waiver of the indemnified party Indemnifying Party's indemnity obligations hereunder except to indemnification unless such failure the extent the Indemnifying Party is actually materially prejudiced thereby. The Indemnifying Party shall have materially prejudiced 30 days after receipt of a demand for indemnification (the ability "Notice Period") to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the indemnified party Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such Claimclaim or demand. The indemnifying party shall have . In the sole right event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to select counsel for defend the defense of Indemnified Party against such Claimclaim or demand, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party Indemnifying Party shall have the right to participate in (but not control) defend the Indemnified Party at the Indemnifying Party's sole cost and expense and with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party's right to assume the defense is exercised, the Indemnifying Party shall be deemed to have waived all rights to contest its liability to the Indemnified Party in respect of any such Claim, with its counsel and at its own expenseThird Party claim. The indemnified party Indemnifying Party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment with respect to any Third Party claim that it elects to defend without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If the right to assume and control the defense is exercised, the Indemnified Party shall have the right to participate in, but not control, such defense at its own expense and the Indemnifying Party's indemnity obligations shall be deemed not to include attorneys' fees and litigation expenses incurred in any pending such participation by the Indemnified Party after the assumption of the defense by the Indemnifying Party in accordance with the terms hereof; provided, however, that the Indemnified Party shall be entitled to employ one firm or threatened Claimseparate counsel to represent the Indemnified Party if, action or cause in the written opinion of actioncounsel to the Indemnified Party, suit or proceeding a conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect of which indemnification may be sought thereunder (whether or not such claim or, in any event, for claims seeking equitable relief from the Indemnified Party and in each such indemnified party is a party to such Claimevent, action or cause of actionthe fees, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out costs and expenses of such Claimfirm or separate counsel shall be paid in full by the Indemnifying Party. If the Indemnifying Party has not elected to assume the defense of a Third Party claim within the Notice Period, actionthe Indemnified Party may defend and settle the claim for the account and cost of the Indemnifying Party; provided, suit that the Indemnified Party will not settle the Third Party claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party upon demand will pay, or proceedingreimburse the Indemnified Party for payment of, all costs and expenses (including reasonable fees and expenses of counsel) incurred in the defense thereof. The Indemnified Party shall cooperate with the Indemnifying Party and, subject to obtaining proper assurances of confidentiality and privilege, shall make available to the Indemnifying Party all pertinent information under the control of the Indemnified Party.

Method of Asserting Claims. Whenever All claims for indemnification by any Indemnified Party hereunder involving a Third Party Claim shall arise for indemnification under be asserted and resolved as set forth in this Section 206.3. If an Indemnified Party wishes to assert a claim against an Indemnifying Party hereunder in respect of any claim or demand asserted or sought to be collected by a Person who is not a Party or an Affiliate of a Party (each, the indemnified party will give prompt written notice to the indemnifying party a “Third Party Claim”), such Indemnified Party shall promptly, but in no event more than thirty (30) days following such Indemnified Party’s receipt of such Third Party Claim, stating notify the nature, basis Indemnifying Party of such claim or demand and (the amount or the estimated amount thereof to the extent known) then feasible (which estimate shall not be conclusive of the final amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Third Party Claim) (the “Claim Notice”); provided provided, that the failure to give prompt notice notify the Indemnifying Party shall not jeopardize relieve the right Indemnifying Party of its obligations hereunder, except to the indemnified party to indemnification unless extent such failure shall have materially adversely prejudiced the ability Indemnifying Party (and then only to the extent of such material adverse prejudice). The Indemnifying Party shall have thirty (30) days from the delivery of the indemnified party Claim Notice (the “Notice Period”) to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such Third Party Claim. The indemnifying party ; provided, that if the Indemnifying Party elects to defend the Indemnified Party, the Indemnifying Party shall first acknowledge in writing without qualification its indemnification obligation with respect to such Third Party Claim; provided, further, that the Indemnifying Party shall not have the sole right to select counsel for assume or continue the defense of any Third Party Claim (and costs and expenses incurred by Indemnified Party in such Claimdefense shall be paid by the Indemnifying Party) if (a) the Indemnified Party shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying Party, or (b) if such claim relates to or arises in connection with any criminal or quasi criminal proceeding, action, indictment, allegation or investigation. All costs and expenses incurred by the Indemnifying Party in defending such Third Party Claim shall be a liability of, and shall be paid by, the Indemnifying Party, subject to the approval of limitations set forth in this Article VI. In the indemnified party (which approval shall not be unreasonably withheld) and event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to control defend the defenseIndemnified Party against such Third Party Claim, settlement or compromise of such Claim. The indemnified party except as otherwise provided herein, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with legal counsel reasonably acceptable to the Indemnified Party. If any Indemnified Party desires to participate in (in, but not control) the defense of , any such Claimdefense or settlement, with and to employ separate counsel of its counsel and choosing, it may do so at its own sole cost and expense. The indemnified party Indemnifying Party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder not, without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party Indemnified Party (which approval may not to be unreasonably withheld) before ceasing , conditioned or delayed), settle, compromise or offer to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise any such claim or demand on a basis: (i) that would result in the imposition of a consent to order, injunction, decree or agreement that would restrict the entry future activity or conduct of the Indemnified Party or any subsidiary or Affiliate thereof, (ii) that includes a finding or admission of a violation of Law or violation of the rights of any judgment in Person by the Indemnified Party or any pending subsidiary or threatened ClaimAffiliate thereof, action (iii) that does not include as an unconditional term thereof the giving by the claimant or cause the plaintiff of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an full and unconditional release of all such indemnified parties the Indemnified Party and its subsidiaries and Affiliates from all liability arising out of Liability with respect to the matters that are subject to such Third Party Claim, actionor (iv) that provides for any payment by the Indemnified Party or any subsidiary or Affiliate thereof. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any Third Party Claim or demand, suit the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party; provided, however, that no Indemnified Party shall be required to disclose any information to the Indemnifying Party or proceedingits representatives if such disclosure would give rise to a violation of Law (including antitrust or competition law issues) or that is otherwise subject to (and where disclosure would result in a loss of) attorney-client privilege, attorney work product protection or other similar privilege associated with such information. Any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement shall describe the Third Party Claim in reasonable detail in light of the circumstances then known.

Method of Asserting Claims. Whenever (a) If any Claim shall arise for indemnification under this Section 20Buyer Indemnified Party or Seller Indemnified Party (an "Indemnified Party") is made a defendant in or party to any action or proceeding, judicial, administrative or arbitral, instituted by any third party, the indemnified Liability or the costs or expenses of which are or may be Buyer Losses or Seller Losses (any such third party will action or proceeding being referred to as a "Third Party Action"), such Indemnified Party shall give the party from whom indemnification is sought (the "Indemnifying Party") prompt written notice thereof. Such written notice shall have attached thereto the complaint or other papers pursuant to which the indemnifying third party of commenced such Claim, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that Third Party Action. The failure promptly to give prompt such notice shall not jeopardize the right of the indemnified party affect any Indemnified Party's ability to seek indemnification hereunder unless such failure shall have has materially prejudiced and adversely affected the ability of the indemnified party Indemnifying Party to defend such Claimsuccessfully the relevant Third Party Action or the Indemnifying Party's Liabilities. The indemnifying party Indemnifying Party shall have be entitled to contest and defend such Third Party Action. The Indemnifying Party shall give notice of its intention to so contest and defend to the sole right Indemnified Party within 14 days after the date it receives the Indemnified Party's notice of such Third Party Action (but, in all events, at least five business days prior to select counsel for the date that an answer to such Third Party Action is due to be filed). Such contest and defense shall be conducted by reputable attorneys retained by the Indemnifying Party. The Indemnified Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute a Buyer Loss or a Seller Loss unless the Indemnified Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent, the interests of the Indemnified Party, and only to the extent that such expenses are reasonable), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Indemnified Party elects to participate in such defense, the Indemnified Party will cooperate with Indemnifying Party in the conduct of such defense. The Indemnified Party shall cooperate with the Indemnifying Party in the contest and defense of such Third Party Action, including providing reasonable access (upon reasonable notice) to the books, records and employees of the Indemnified Party if relevant to the defense of such ClaimThird Party Action; provided, subject to that such cooperation shall not unduly disrupt the approval operations of the indemnified party (business of the Indemnified Party or cause the Indemnified Party to waive any statutory or common law privileges, breach any confidentiality obligations owed to third parties or otherwise cause any trade secret or confidential information of such Indemnified Party to become public. Neither the Indemnified Party nor the Indemnifying Party may concede, settle or compromise any Third Party Action without the consent of the other party, which approval shall consents will not be unreasonably withheld) and to control , unless the defensesettlement, settlement concession or compromise contains an unconditional release of the other party for any Liability with respect to all matters arising from or related to the facts at issue. Notwithstanding the foregoing, (i) if a Third Party Action seeks the issuance of an injunction, the specific election of an obligation or similar remedy, or (ii) if the subject matter of a Third Party Action relates to the ongoing business of the Indemnified Party, which Third Party Action, if decided against the Indemnified Party, would materially adversely affect the ongoing business or reputation of the Indemnified Party, then, in each such Claim. The indemnified party case, the Indemnified Party alone shall be entitled to contest, defend and settle such Third Party Action in the first instance and, if the Indemnified Party does not contest, defend or settle such Third Party Action, the Indemnifying Party shall then have the right to participate in contest and defend (but not controlsettle) such Third Party Action; provided the defense of any such Claim, with its counsel and at its own expense. The indemnified party Indemnifying Party shall not settle or compromise have any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent obligation to the entry of Indemnified Party for any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes concession thereof by the Indemnified Party, unless the settlement, concession or compromise contains an unconditional release of the Indemnifying Party for any Liability with respect to all such indemnified parties matters arising from all liability arising out of such Claim, action, suit or proceedingrelated to the facts at issue.

Method of Asserting Claims. Whenever any Claim shall arise for indemnification under this Subject to the time periods set forth in Section 2011.7 of the Healthcare Automation APA and Section 11.7 of the Advantage Reimbursement APA, the indemnified party seeking indemnity (“Indemnitee”) will give prompt written notice to the indemnifying party or parties providing indemnity (“Indemnitor”) of such Claimany Claim which it discovers or of which it receives notice and which might give rise to a Claim by it against Indemnitor under this Agreement, stating the nature, basis and (to the extent known) amount thereof, and . Copies of any papers received in connection with a Claim shall cooperate fully in be forwarded to Indemnitor together with the defense, settlement or compromise notice of such the Claim; provided that . The failure to give prompt notice as provided in this Section 4 shall not jeopardize relieve the right Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced by such failure. In case of any Claim or suit by a third party or by any governmental body, or any legal administrative or arbitration proceeding with respect to which Indemnitor may have liability under this Agreement, Indemnitor shall be entitled to participate therein, and, to the extent desired by Indemnitor, to assume the defense thereof, and after notice from Indemnitor to Indemnitee of the indemnified party election to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for so assume the defense thereof, Indemnitor will not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than reasonable costs of investigation, unless Indemnitor does not actually assume the defense thereof following notice of such Claim, subject election. Indemnitee and Indemnitor will render to the approval each other such assistance as may reasonably be required of the indemnified party (which approval shall not be unreasonably withheld) each other in order to ensure proper and to control the defense, settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not control) the adequate defense of any such Claimsuit, with its counsel and at its own expenseclaim or proceeding. The indemnified party shall Indemnitee will not settle or compromise make any settlement of any Claim by a third party for which it is entitled might give rise to indemnification hereunder liability of an Indemnitor under this Agreement without the prior written consent of the indemnifying party. The indemnifying party Indemnitor, which consent shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing . If Indemnitor shall desire and be able to defend against effect a bona fide compromise or settlement of any such third party suit, claim or entering into any proceeding at its expense and such settlement includes as an unconditional term thereof the giving by the claimant or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent the plaintiff to the entry Indemnitee of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding a release from all liability in respect of which indemnification may be sought thereunder (whether such suit, claim or proceeding and does not provide any such indemnified party is a party form of relief from the Indemnitee other than the payment of money damages or other money payment, and Indemnitee shall unreasonably refuse to consent to such Claim, action compromise or cause of action, suit or proceeding), unless such settlement, then the Indemnitor’s liability under this Agreement with respect to such suit, claim or proceeding shall be limited to the amount so offered in compromise or settlement together with all legal and other expenses which may have been incurred prior to the date on which Indemnitee has refused to consent includes an unconditional release of all to such indemnified parties from all liability arising out of such Claim, action, suit compromise or proceedingsettlement.

Method of Asserting Claims. Whenever any Claim shall arise for The party seeking indemnification under this Section 20, the indemnified party ("Indemnitee") will give prompt written notice to the indemnifying party from whom indemnification is being sought ("Indemnitor") of such any claim ("Claim") which it discovers or of which it receives notice after the Closing and which might give rise to a Claim by it against Indemnitor under Section 10, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall will not jeopardize the Indemnitee s right of the indemnified party to indemnification unless such failure shall have materially prejudiced prejudices the ability of the indemnified party Indemnitee to defend such the Claim. In case of any Claim or suit by a third party or by any governmental body, or any legal, administrative or arbitration proceeding with respect to which Indemnitor may have liability under the indemnity agreement contained in this Section 10, Indemnitor will be entitled to participate therein, and, to the extent desired by Indemnitor, to assume the defense thereof. The indemnifying party shall have the sole right parties will render to select counsel for each other such assistance as may reasonably be required of each other at Indemnitor's expense in order to insure proper and adequate defense of any such suit, Claim or proceeding. If Indemnitor actually assumes the defense of such ClaimIndemnitee, subject Indemnitee will not make any settlement of any Claim which might give rise to liability of Indemnitor under the approval indemnity agreements contained in this Section 10 or otherwise without the written consent of the indemnified party (Indemnitor, which approval shall consent will not be unreasonably withheld) ; and Indemnitor will not agree to control the defense, a compromise or settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not control) the defense of any such Claimsuit, with its counsel and at its own expense. The indemnified party shall not settle Claim or compromise proceeding that would require the payment of any Claim amounts by a third party for Indemnitee, or would affect the manner in which it is entitled to indemnification hereunder Buyer may conduct the business of Seller, without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceedingBuyer.

Method of Asserting Claims. Whenever (a) If any Claim shall arise for indemnification under this Section 20Buyer Indemnified Party or Seller Indemnified Party (an "Indemnified Party") is made a defendant in or party to any action or proceeding, judicial, administrative or arbitral, instituted by any third party, the indemnified liability or the costs or expenses of which are or may be Buyer Losses or Seller Losses (any such third party will action or proceeding being referred to as a "Third Party Action"), such Indemnified Party shall give the party from whom indemnification is sought (the "Indemnifying Party") prompt written notice to the indemnifying party of such Claimthereof (which, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defensecase of notice to Seller, settlement shall also constitute notice to Parent). Such written notice shall have attached thereto the complaint or compromise of other papers pursuant to which the third party commenced such Claim; provided that Third Party Action. The failure promptly to give prompt such notice shall not jeopardize the right of the indemnified party affect any Indemnified Party's ability to seek indemnification hereunder unless such failure shall have has materially prejudiced and adversely affected the ability of the indemnified party Indemnifying Party to defend such Claimsuccessfully the relevant Third Party Action. The indemnifying party Indemnifying Party shall have be entitled to contest and defend such Third Party Action; provided, that the sole right Indemnifying Party (i) has a reasonable basis for concluding that such defense may be successful and (ii) can diligently contest and defend such Third Party Action. The Indemnifying Party shall give notice of its intention to select counsel for so contest and defend to the Indemnified Party within twenty (20) business days after the date it receives the Indemnified Party's notice of such Third Party Action (but, in all events, at least five business days prior to the date that an answer to such Third Party Action is due to be filed). Such contest and defense shall be conducted by reputable attorneys retained by the Indemnifying Party. The Indemnified Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute a Buyer Loss or a Seller Loss unless the Indemnified Party reasonably determines that Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent, the interests of the Indemnified Party, and only to the extent that such expenses are reasonable), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Indemnified Party elects to participate in such defense, the Indemnified Party will cooperate with the Indemnifying Party in the conduct of such defense. The Indemnified Party shall cooperate with the Indemnifying Party to the extent they reasonably request such cooperation in the contest and defense of such Third Party Action, including providing reasonable access (upon reasonable notice) to the books, records and employees of the Indemnified Party if relevant to the defense of such ClaimThird Party Action; provided, that such cooperation shall not unduly disrupt the operations of the business of the Indemnified Party or cause the Indemnified Party to waive any statutory or common law privileges, breach any confidentiality obligations owed to third parties or otherwise cause any trade secret or confidential information of such Indemnified Party to become public. Neither the Indemnified Party nor the Indemnifying Party may concede, settle or compromise any Third Party Action without the consent of the other party, which consents will not be unreasonably withheld. Notwithstanding the foregoing, (i) if a Third Party Action seeks the issue of an injunction, the specific election of an obligation or similar remedy, or (ii) if the subject matter of a Third Party Action relates to the approval ongoing business of the indemnified party Indemnified Party, which Third Party Action, if decided against the Indemnified Party, would materially adversely affect the ongoing business or reputation of the Indemnified Party, then, in each such case, the Indemnified Party alone shall be entitled to contest, defend and settle such Third Party Action in the first instance (provided that the Indemnified Party shall not settle such Third Party Action without the consent of the Indemnifying Party, which approval consent shall not be unreasonably withheld) and to control and, if the defenseIndemnified Party does not contest, settlement defend or compromise of settle such Claim. The indemnified party Third Party Action, the Indemnifying Party shall then have the right to participate in contest and defend (but not controlsettle) the defense of any such Claim, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceedingThird Party Action.

Method of Asserting Claims. Whenever any Claim In the event that an -------------------------- Indemnified Party shall arise assert a claim for indemnification indemnity under this Section 208, (i) --------- the Indemnified Party will promptly after the receipt of notice of the commencement of any action, investigation, claim, demand or other proceeding by a third party against such Indemnified Party in respect of which indemnity may be sought from any Indemnifying Party under this Section 8, notify the Indemnifying Party in writing of the commencement thereof or (ii) if the claim is other than such a third party claim, the indemnified party Indemnified Party will give prompt written notify the Indemnifying Party promptly following its discovery of the facts or circumstances giving rise thereto; provided, that in either case (i) or (ii), no -------- such notice need be provided by the Company to an Indemnifying Party who is a Carlyle Stockholder or an Xxxx Xxxxx Stockholder if the indemnifying party Carlyle Stockholder Deductible or Xxxx Xxxxx Stockholder Deductible, as applicable, has not been exceeded and will not be exceeded by such claim or demand and the omission of the Indemnified Party to so notify such ClaimIndemnifying Party of any such action will not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this Section 8(c) unless, stating the nature, basis and (only to the extent known) amount thereofthat, and shall cooperate fully in the defense, settlement or compromise of ------------ such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced omission prejudices the ability of the indemnified party Indemnifying Party to defend such Claimaction, investigation, claim, demand, or other proceeding or to reduce or mitigate its liability under this Section 8, whether as a result of the --------- forfeiture of substantive rights or defenses or otherwise. The indemnifying party shall have In case any such action, claim, or other proceeding is brought against the sole right Indemnified Party such Indemnified Party will notify the applicable Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to select counsel for assume the defense of such Claim, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not control) the defense of any such Claim, with its counsel and thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment, provided that the Deductible has -------- been or will be exceeded, provided, further, that the Indemnified Party may, at -------- -------- its own expense, retain separate counsel to participate in such defense. The indemnified party Notwithstanding the foregoing, in any action, claim or proceeding in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall not settle have the night to employ separate counsel at the Indemnifying Party's expense and to control its own defense of such action, claim or compromise any Claim proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would prevent the representation of the Indemnified Party by a third party for which counsel selected by and subject to the control of the Indemnifying Party under applicable law or codes of professional responsibility. Each of the Company, the Xxxx Xxxxx Stockholders, and the Carlyle Stockholders agrees that it is entitled to indemnification hereunder will not, without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party willIndemnified Party, without prior written consent of each indemnified partysettle, settle or compromise compromise, or consent to the entry of any judgment in any pending or threatened Claimclaim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder relating to the matters contemplated by this Section 8 (whether or not any such indemnified party if the Indemnified Party is a party --------- thereto or has been actually threatened to such Claim, action or cause of action, suit or proceeding), be made a party thereto) unless such settlement, compromise compromise, or consent includes an unconditional release of all such indemnified parties the Indemnified Party from all liability arising or that may arise out of such Claimclaim, action, suit action or proceeding.

Method of Asserting Claims. Whenever any Claim shall arise for Each Party entitled to indemnification under this Section 20, (the indemnified party will give prompt written "Indemnified Party") shall given notice to the indemnifying party Party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of such Claim, stating the nature, basis and (any claim as to the extent known) amount thereofwhich indemnity may be sought, and shall cooperate fully in permit the defenseIndemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the Indemnifying Party, who shall conduct the defense of such Claimclaim or litigation, subject to shall be approved by the approval of the indemnified party Indemnified Party (which whose approval shall not be unreasonably withheld) and ); and, provided, further, that the failure of any Indemnified Party to control give notice as provided herein shall not relieve the defense, settlement or compromise Indemnifying Party of its obligations under this Section except to the extent that the Indemnifying Party is materially adversely affected by such Claimfailure. The indemnified party shall have the right to Indemnified Party may participate in (but not control) in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between the Indemnified Party and any other party represented by such counsel in such proceeding; provided further that in no event shall the Indemnifying Party be required to pay the expenses of more than one law firm per jurisdiction as counsel for the Indemnified Party. The Indemnifying Party also shall be responsible for the expenses of such defense if the Indemnifying Party does not elect to assume such defense. No Indemnifying Party, in the defense of any such Claimclaim or litigation shall, except with its counsel the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and at its own expense. The indemnified party no Indemnified Party shall not consent to entry of any judgment or settle such claim or compromise any Claim by a third party for which it is entitled to indemnification hereunder litigation without the prior written consent of the indemnifying party. The indemnifying party Indemnifying Party, which consent shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceeding.. 6.4

Method of Asserting Claims. Whenever any Claim (a) A party entitled to indemnification under this Article VI (which, 48 in the case of a claim by one or more Indemnifying Stockholders, shall arise be deemed, solely for the purposes of this Section 6.3, to be the Indemnification Representatives) (an "Indemnified Party") that wishes to assert a claim for indemnification under this Article VI shall deliver to the party from whom indemnification is sought (which, in the case of a claim by the Buyer, shall be deemed, solely for the purposes of this Section 206.3, to be the Indemnification Representatives) (the "Indemnifying Party") a written notice (a "Claim Notice") which contains (i) a description and the amount (the "Claimed Amount") of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within 20 days after delivery of a Claim Notice, the indemnified party will give prompt Indemnifying Party shall deliver to the Indemnified Party a written notice (the "Response Notice") in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Response Notice shall be accompanied by a payment by the Indemnifying Party to the indemnifying party Indemnified Party of such Claimthe Claimed Amount, stating by check or by wire transfer), (ii) agree that the natureIndemnified Party is entitled to receive part, basis and but not all, of the Claimed Amount (the "Agreed Amount") (in which case the Response Notice shall be accompanied by a payment by the Indemnifying Party to the extent knownIndemnified Party of the Agreed Amount, by check or by wire transfer) amount thereof, and shall cooperate fully or (iii) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. The Indemnifying Party may contest that the Indemnified Party is entitled to receive all or any portion of the Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Damages for which the Indemnified Party is entitled to indemnification under this Article VI. If the Indemnifying Party in the defense, settlement Response Notice contests the payment of all or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right part of the indemnified party Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to indemnification unless resolve such failure shall have materially prejudiced dispute. If such dispute is not resolved within 60 days following the ability delivery by the Indemnifying Party of the indemnified party to defend such Claim. The indemnifying party shall have Response Notice, the sole right to select counsel for Indemnifying Party and the defense of such Claim, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party Indemnified Party shall have the right to participate submit such dispute to such dispute resolution service as may be agreed by them or to pursue the matter in (but not control) a court of competent jurisdiction. Notwithstanding the defense foregoing, for indemnification claims made pursuant to the Escrow Agreement, the procedural provisions of any such Claim, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent Section 4 of the indemnifying party. The indemnifying party Escrow Agreement shall obtain also apply to making and resolution of such indemnification claim (and, to the prior written approval extent inconsistent with the provisions of this Section 6.3(a), the provisions of Section 4 of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceedingEscrow Agreement shall control), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceeding.

Method of Asserting Claims. Whenever (a) In the event that any Claim shall arise for indemnification under this Section 20of the Indemnified Parties is made a defendant in or party to any Claim, the indemnified party will Indemnified Party shall give prompt the Indemnifying Party written notice thereof within thirty (30) days of its knowledge of the same. The failure to the indemnifying party of give such Claim, stating the nature, basis notice timely shall not affect any Indemnified Party’s right to indemnification unless (and (then only to the extent knownthat) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have or delay has materially prejudiced and adversely affected the Indemnifying Party’s ability of the indemnified party to defend successfully a Claim. The Indemnifying Party shall be entitled to contest and defend such Claim provided it diligently contests and defends such Claim. Notice of the intention so to contest and defend shall be given by the Indemnifying Party to the Indemnified Party within fifteen (15) Business Days after the Indemnified Party’s notice of such Claim (but, in all events, at least five (5) Business Days prior to the date that an answer to such Claim is due to be filed taking into account any extensions to file a responsive pleading obtained by either Party). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnifying Party at its sole cost and expense. The indemnifying party Indemnified Party shall have be entitled at any time, at its own cost and expense (which expense shall not constitute a Loss), to participate in such contest and defense and to be represented by attorneys of its or their own choosing; provided, however, that if the sole right Indemnifying Party does not or ceases to select counsel for conduct the defense of such ClaimClaim actively and diligently, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not controli) the defense of any such ClaimIndemnified Party may defend against, and, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party Indemnifying Party (which approval may consent will not be unreasonably withheld) before ceasing to defend against such third party claim , conditioned or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party willdelayed), without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment or enter into any settlement with respect to, such claim, (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against such claim, including reasonable attorneys’ fees and expenses and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer as a result of such claim to the full extent provided in this Agreement. If the Indemnified Party elects to participate in such defense, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the conduct of such defense. Neither the Indemnified Party nor the Indemnifying Party may concede, settle or compromise any pending Claim without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or threatened Claimdelayed. Notwithstanding the foregoing, action in the event the Indemnifying Party fails or cause is not entitled to contest and defend a claim, the Indemnified Party shall be entitled to contest, defend and settle such Claim in such manner and on such terms as the Indemnified Party may deem appropriate and the Indemnified Party shall be entitled to recover from the Indemnifying Party the amount of actionany settlement or judgment and, suit or proceeding on an ongoing basis, all costs and expenses of the Indemnified Party with respect thereto, including interest from the date such costs and expenses were incurred. If at any time, in respect the reasonable opinion of the Indemnified Party, notice of which indemnification shall be given in writing to the Indemnifying Party, any Claim seeks relief which could have a material adverse effect on any Indemnified Party, the Indemnified Party shall have the right to control or assume (as the case may be sought thereunder (whether or not be) the defense of any such indemnified party is a party Claim and the amount of any judgment or settlement and the reasonable costs and expenses of defense shall be included as part of the indemnification obligations of the Indemnifying Party hereunder. If the Indemnified Party should elect to exercise such Claimright, action or cause of actionthe Indemnifying Party shall have the right to participate in, suit or proceeding)but not control, unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out the defense of such Claim, action, suit or proceedingClaim at the sole cost and expense of the Indemnifying Party.

Method of Asserting Claims. Whenever any Claim shall arise All ------------------------------ -------------------------- claims for indemnification by any Indemnified Party under this Section 20Article X shall be asserted and resolved 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, the indemnified party will give prompt written notice to the indemnifying party said Indemnified Party shall, within fifteen (15) days of such Claimclaim or demand being made, stating notify the natureIndemnifying 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 knownthen feasible (the "Claim Notice"). During such fifteen (15) amount thereofday period, the Indemnified Party shall not take any action or file any response to any claim or demand, it being the intent of the parties that any such response shall be prepared and shall cooperate fully submitted by the Indemnifying Party. The estimate of Loss contained in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice Claim Notice shall not jeopardize limit the right amount of the indemnified party to indemnification unless such failure shall have materially prejudiced Indemnifying Party's ultimate liability under the ability of the indemnified party to defend such Claimclaim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject to the approval of the indemnified party (which approval Indemnifying Party shall not be unreasonably withheldobligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said fifteen (15) and to control the defense, settlement or compromise of such Claimday period. The indemnified party Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, 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 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 it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, 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 it to a final conclusion. If the Indemnified Party desires to participate in (in, but not control) the defense of , any such Claimdefense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and at its own expense. The indemnified party shall not settle or compromise related to the claim in question, in making any Claim by a third party for which it is entitled to indemnification hereunder without counterclaim against the prior written consent of person asserting the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Party. (b In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or compromise of such third party claim involving injunctive or similar equitable relief demand being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified or sought to be collected from it by a third party, settle or compromise or consent the Indemnified Party shall send a Claim Notice with respect to such claim to the entry of any judgment in any pending or threatened ClaimIndemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out the amount of such Claimclaim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, actionas provided above, suit or proceeding.such dispute shall be resolved by arbitration as provided in Article 13.11. 10.4

Method of Asserting Claims. Whenever (a) In the event that any Claim shall arise claim or demand for indemnification under this Section 20, the indemnified party will give prompt written notice which an Indemnifying Party would be liable to the indemnifying party of such Claim, stating the nature, basis and (an Indemnified Party hereunder is asserted against or sought to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not control) the defense of any such Claim, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim collected from an Indemnified Party by a third party (a "Third Party Claim") or an Indemnified Party seeks indemnification from an ------------------ Indemnifying Party in connection with any other type of claim for which it is entitled indemnity may be sought hereunder (referred to indemnification herein as a "Non Third Party Claim"), the Indemnified Party shall use reasonable efforts to notify the Indemnifying Party in writing of such Third Party Claim or Non Third Party Claim, specifying the nature of such Third Party Claim or Non Third Party Claim arising hereunder without and the prior written consent amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the indemnifying partyfinal amount of such Third Party Claim or Non Third Party Claim) (the "Claim Notice"). The indemnifying party Indemnifying Party shall obtain have twenty calendar days ------------- (or such earlier period of time as may be required for the prior written approval filing of responsive pleadings to any legal action instituted with respect to the Third Party Claim or Non Third Party 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 receipt of the indemnified party Claim Notice (which approval may the "Response Notice Period") to notify the Indemnified Party, (A) whether ---------------------- or not be unreasonably withheldit disputes its liability to the Indemnified Party hereunder with respect to such Third Party Claim or Non Third Party Claim and (B) before ceasing to defend notwithstanding any such dispute, whether or not it will defend, at its sole cost and expense, the Indemnified Party against such third party Third Party Claim. No failure by an Indemnified Party to notify the Indemnifying Party of the existence or assertion of a claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of for which indemnification may be sought thereunder (whether shall constitute a defense to or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out waiver of such Claim, action, suit 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 proceedingdelay.

Method of Asserting Claims. Whenever any Claim shall arise All claims for indemnification by any Indemnified Party shall be asserted and resolved as follows: In the event that any claims or demand for which an Indemnifying Party would be liable to an Indemnified Party under this Section 20Agreement is asserted against or sought to be collected from such Indemnified Party by a third party, the indemnified party will give prompt written notice to Indemnified Party shall promptly notify in writing the indemnifying party Indemnifying Party of such Claimclaim or demand, stating specifying the nature, nature of and specific basis for such claim or demand and (the amount or the estimated amount thereof to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject to the approval of the indemnified party then feasible (which approval estimate shall not be unreasonably withheld) and to control conclusive of the defense, settlement or compromise final amount of such Claimclaim and demand (the "Claim Notice"). The indemnified party Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement in reasonably sufficient time so that the Indemnifying Party's ability to defend against the claim or demand is not prejudiced. The Indemnifying Party shall have thirty (30) days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the Indemnifying Party disputes its liability to the Indemnified Party hereunder with respect to such claim or demand and (ii) whether or not the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such claim or demand. In the event that the Indemnifying Party notified the Indemnified Party within the Notice Period that it 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, and control the settlement of any such claim or proceeding which proceedings shall be settled or prosecuted by him to a final conclusion. If the Indemnified Party desires to participate in (in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, including, without limitation, by executing or causing to have executed any power of attorney authorizing the Indemnifying Party to act on behalf of the Indemnified Party or the Companies, 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 may be settled without the consent of the Indemnifying Party. Seller and Buyer (i) agree that any suit, action or other legal proceeding arising out of this Agreement may be brought only in the defense United States District Court for Illinois, and (ii) consent to the jurisdiction of any such Claim, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment court in any pending or threatened Claimsuch suit, action or cause proceedings; and thus waive any objection which such party may have to the laying of action, suit or proceeding in respect venue of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claimsuit, action or cause proceedings in any such court. Seller and Buyer agree that this Agreement shall be construed in accordance with, and governed by, the laws of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release the State of all such indemnified parties from all liability arising out of such Claim, action, suit or proceedingIllinois.

Method of Asserting Claims. Whenever (a) In the event that any Claim shall arise for indemnification under this Section 20of the Indemnified Parties is made a defendant in or party to any Claim, the indemnified party will Indemnified Party shall give prompt the Indemnifying Party written notice thereof within 30 days of its knowledge of the same. The failure to the indemnifying party of give such Claim, stating the nature, basis timely notice shall not affect any Indemnified Party's right to indemnification unless (and (then only to the extent knownthat) amount thereof, such failure or delay has materially and shall cooperate fully in adversely affected the defense, settlement or compromise of such Indemnifying Party's ability to defend successfully a Claim; provided provided, however, that failure an Indemnifying Party shall under no circumstances be responsible for the legal expenses incurred by an Indemnified Party in responding to give prompt notice shall not jeopardize a Claim prior to the right date of delivery of the indemnified party Indemnified Party's notice thereof to indemnification unless the Indemnifying Party. The Indemnifying Party shall be entitled to contest and defend such failure shall have materially prejudiced the ability of the indemnified party to defend Claim provided it diligently contests and defends such Claim. Notice of the intention so to contest and defend shall be given by the Indemnifying Party to the Indemnified Party within fifteen (15) Business Days after the Indemnified Party's notice of such Claim (but, in all events, at least five (5) Business Days prior to the date that an answer to such Claim is due to be filed taking into account any extensions to file a responsive pleading obtained by either Party). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnifying Party at its sole cost and expense; provided, however, that if requested by the Indemnifying Party, the Indemnified Party will, at the reasonable cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Claim that the Indemnifying Party elects to contest. The indemnifying party Indemnified Party shall have be entitled at any time, at its own cost and expense (which expense shall not constitute a Loss), to participate in such contest and defense and to be represented by attorneys of its or their own choosing; provided, however, that if the sole right Indemnifying Party does not or ceases to select counsel for conduct the defense of such ClaimClaim actively and diligently, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not controli) the defense of any such ClaimIndemnified Party may defend against, and, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party Indemnifying Party (which approval may consent will not be unreasonably withheld) before ceasing to defend against such third party claim , conditioned or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party willdelayed), without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in or enter into any pending or threatened Claimsettlement with respect to, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of defending against such Claim, actionincluding reasonable attorneys' fees and expenses and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer as a result of such Claim to the full extent provided in this Section. If the Indemnified Party elects to participate in such defense, suit the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the conduct of such defense. Neither the Indemnified Party nor the Indemnifying Party may concede, settle or proceedingcompromise any Claim without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, in the event the Indemnifying Party fails or is not entitled to contest and defend a claim, the Indemnified Party shall be entitled to contest, defend and settle such Claim in such manner and on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnified Party shall be entitled to recover from the Indemnifying Party the amount of any settlement or judgment (subject to the prior written consent of the Indemnifying Party in the case of a settlement, which consent shall not be unreasonably withheld, conditioned or delayed) and, on an ongoing basis, all reasonable costs and expenses of the Indemnified Party with respect thereto including interest from the date such costs and expenses were incurred. If at any time, in the reasonable opinion of the Indemnified Party, notice of which shall be given in writing to the Indemnifying Party, any Claim seeks relief which (i) may result in criminal proceedings or (ii) could reasonably be expected to have a material adverse effect on any Indemnified Party, the Indemnified Party shall have the right to control or assume (as the case may be) the defense of any such Claim and the amount of any judgment or settlement and the reasonable costs and expenses of defense shall be included as part of the indemnification obligations of the Indemnifying Party hereunder. 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 of such Claim at the sole cost and expense of the Indemnifying Party. Notwithstanding anything to the contrary in this Section, if the named parties to any action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in a written opinion by counsel (which written advice shall be provided to the Indemnifying Party) that a conflict of interest would exist or is likely to arise in the conduct of such action or proceeding if the Indemnifying Party and the Indemnified Party are represented by joint counsel, then the Indemnified Party may elect to retain separate counsel of its own choosing, with the Indemnifying Party to bear the reasonable cost and expense of such counsel.

Method of Asserting Claims. Whenever any Claim a claim shall arise for indemnification under this Section 20Article IX. the Indemnified Party shall promptly deliver a Claim Notice to the Indemnifying Party of such claim and, when known, the indemnified party will facts constituting the basis for such claim; provided, however, that failure to promptly give prompt written notice to such Claim Notice shall not release the indemnifying party of such Claim, stating the nature, basis and (Indemnifying Party from its obligations under Section 9.01. except to the extent known) amount thereofthat the Indemnifying Party is materially prejudiced by such failure. In the event of any such claim for indemnification resulting from or in connection with a claim or Actions or Proceedings by a third party, the Indemnifying Party may, if it acknowledges in writing its full responsibility hereunder for paying or otherwise discharging such claim or Actions or Proceedings, assume, at its sole cost and expense, the defense thereof by written notice within 30 calendar days, using counsel that is reasonably satisfactory to the Indemnified Party (and whose fees shall be borne by the Indemnifying Party). If an Indemnifying Party assumes the defense of, and the full responsibility for paying or otherwise discharging, any such claim or Actions or Proceedings, the Indemnifying Party shall cooperate fully be entitled to take all steps necessary in the defensedefense thereof including the settlement of any case that involves solely monetary damages payable by the Indemnifying Party without the consent of the Indemnified Party; provided, settlement or compromise however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of such Claim; provided that failure to give prompt notice shall not jeopardize the its choice without any right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claimcontrol thereof. The indemnifying party shall have the sole right to select counsel for the defense of such ClaimIndemnifying Party, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not control) if it has assumed the defense of any such Claim, with its counsel and at its own expense. The indemnified party shall not settle claim or compromise any Claim Actions or Proceedings by a third party for which it is entitled to indemnification hereunder without the prior written as provided herein, shall not consent to, or enter into, any compromise or settlement of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may settlement (i) commits the Indemnified Party to take, or to forbear to take, any action or (ii) does not be unreasonably withheld) before ceasing to defend against provide for a full and complete written release by such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party willthe Indemnified Party), without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment that does not relate solely to monetary damages arising from, any such claim or Actions or Proceedings by a third party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any pending investigation, defense, pre-trial activities, trial, compromise, settlement or threatened Claim, action or cause discharge of action, suit or proceeding any claim in respect of which indemnification may indemnity is sought pursuant to this Article IX. at the Indemnifying Party's expense. So long as the Indemnifying Party is in good faith defending such claim or proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be sought thereunder (whether unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of any such indemnified party is a party to claim or litigation in writing promptly following notice thereof, the Indemnified Party may defend against such Claimclaim or litigation in such manner as it may deem appropriate, action including settling such claim or cause litigation on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out this Article IX. and the costs of such Claim, action, suit or proceedingactions taken by the Indemnified Party shall be paid by the Indemnifying Party.

Method of Asserting Claims. Whenever any Claim shall arise All claims for indemnification under by any DISH Indemnified Person or EchoStar Indemnified Person (each, an “Indemnified Party”) shall be asserted and resolved as set forth in this Section 20‎Section 6.4. Any Indemnified Party seeking indemnity pursuant to ‎Section 6.1 or ‎Section 6.2 shall notify in writing the Party from whom indemnification is sought (the “Indemnifying Party”) of such demand for indemnification. The Indemnifying Party shall have *** from the personal delivery or mailing of such notice (the “Notice Period”) to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demand with respect to a claim or demand based on a Third Party Claim. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that, with respect to a Third Party Claim, it desires to defend the Indemnified Party against such Third Party Claim, the indemnified party will give prompt written notice to the indemnifying party of such Claim, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claim. The indemnifying party shall have the sole right to select counsel for the defense of such Claim, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claim. The indemnified party Indemnifying Party shall have the right to participate in defend the Indemnified Party at the Indemnifying Party’s sole cost and expense and with counsel (but not controlplus local counsel if appropriate) reasonably satisfactory to the defense of any such ClaimIndemnified Party. No Indemnifying Party shall, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party willIndemnified Party, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in or enter into any pending or threatened Claim, settlement agreement with respect to any action or cause of action, suit or proceeding in respect of which indemnification may be is sought thereunder under ‎Section 6.1 or ‎Section 6.2 (whether or not any such indemnified the Indemnified Party is an actual or potential party is a party to such Claim, action or cause of action, suit or proceedingthereto), unless such settlementcompromise, compromise consent or consent includes an unconditional release settlement involves only the payment of all money damages for which the Indemnifying Party will indemnify the Indemnified Party hereunder. If the right to assume and control the defense is exercised, the Indemnified Party shall have the right to participate in, but not control, such indemnified parties from all liability arising out defense at its own expense and the Indemnifying Party’s indemnity obligations shall be deemed not to include attorneys’ fees and litigation expenses incurred in such participation by the Indemnified Party after the assumption of the defense by the Indemnifying Party in accordance with the terms of this Agreement; provided, however, that the Indemnified Parties collectively shall be entitled to employ one firm or separate counsel (plus local counsel if appropriate) to represent the Indemnified Parties if, in the opinion of counsel to each Indemnified Party seeking to employ such separate counsel, a conflict of interest between such Indemnified Party or Parties and the Indemnifying -42- *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. Party exists in respect of such Claimclaim and in each such event, actionthe fees, suit costs and expenses of one such firm or proceedingseparate counsel (plus one local counsel per jurisdiction if appropriate) shall be paid in full by the Indemnifying Party. If the Indemnifying Party has not elected to assume the defense of a Third Party Claim within the Notice Period, the Indemnified Party may defend and settle the claim for the account and cost of the Indemnifying Party; provided, that the Indemnified Party will not settle the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnified Party shall cooperate with the Indemnifying Party and, subject to obtaining proper assurances of confidentiality and privilege, shall make available to the Indemnifying Party all pertinent information under the control of the Indemnified Party.

Method of Asserting Claims. Whenever any Claim claim shall arise for indemnification under this Section 20Article XIX, the indemnified party will give prompt written notice to the indemnifying party of such Claimclaim, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claimclaim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party to indemnification unless such failure shall have materially prejudiced the ability of the indemnified party to defend such Claimclaim. The indemnifying party shall have the sole right to select counsel for the defense of such Claimclaim, subject to the approval of the indemnified party (which approval shall not be unreasonably withheld) and to control the defense, settlement or compromise of such Claimclaim. The indemnified party shall have the right to participate in (but not control) the defense of any such Claimclaim, with its counsel and at its own expense. The indemnified party shall not settle or compromise any Claim claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claimclaim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claimclaim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claimclaim, action, suit or proceeding.

Method of Asserting Claims. Whenever any Claim shall arise for The party seeking indemnification under this Section 20, (the indemnified party “Indemnitee”) will give prompt written notice to the indemnifying other party or parties (the “Indemnitor”) of such Claimany Claim which it discovers or of which it receives notice after the Closing and which might give rise to a claim by it for indemnification against Indemnitor under this Section 10, stating the nature, basis and (to the extent known) amount thereof, and shall cooperate fully in the defense, settlement or compromise of such Claim; provided that failure to give prompt notice shall not jeopardize the right of the indemnified party any Indemnitee to indemnification unless except to the extent that such failure shall have materially prejudiced prejudices the ability of the indemnified party Indemnitor to defend such Claim or to recover any payment under its applicable insurance coverage. In case of any Claim or suit by a third party or by any Governmental Authority, or any legal, administrative or arbitration proceeding (a “Third Party Claim. The indemnifying party ”) with respect to which Indemnitor may have liability under the indemnity agreement contained in this Section 10, Indemnitor shall have the sole right be entitled to select counsel for participate in the defense of such Third Party Claim and, to the extent desired by it, to assume the defense of such Third Party Claim, subject and after notice from Indemnitor to the approval Indemnitee of the indemnified party (election so to assume the defense of such Third Party Claim, Indemnitor will not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense of such Third Party Claim unless Indemnitor does not actually assume the defense of such Third Party Claim following notice of such election. Indemnitee and Indemnitor will render to each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such Third Party Claim. If the Indemnitor actually assumes the defense of the Indemnitee, the Indemnitee will not make any settlement of any Third Party Claim which approval might give rise to liability of Indemnitor under the indemnity agreements contained in this Section without the written consent of Indemnitor, which consent shall not be unreasonably withheld) , and the Indemnitor shall not agree to control the defense, make any settlement or compromise of such Claim. The indemnified party shall have the right to participate in (but not control) the defense of any such Claim, with its counsel and at its own expense. The indemnified party shall Third Party Claim which would not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder include the unconditional release of the Indemnitee without the prior Indemnitee’s written consent, which consent of the indemnifying party. The indemnifying party shall obtain the prior written approval of the indemnified party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any indemnified party and no indemnifying party will, without prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim, action or cause of action, suit or proceeding in respect of which indemnification may be sought thereunder (whether or not any such indemnified party is a party to such Claim, action or cause of action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all such indemnified parties from all liability arising out of such Claim, action, suit or proceeding.