Common use of Notice and Defense of Claims Clause in Contracts

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III, the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof).

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III, the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused material prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 twenty (20) days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof).

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III, the Indemnified Party shall give notice thereof to Contributorthe Seller, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor the Seller will not relieve Contributor the Seller from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor the Seller by reason of the inability or failure of Contributor the Seller (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributorthe Seller, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributorthe Seller, at Contributorsuch Seller’s option and expense, to assume the defense of any such claim by counsel selected by Contributor the Seller and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor the Seller shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributorthe Seller. If Contributor the Seller shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor the Seller and at Contributorsuch Seller’s sole cost and expense (subject to the limitations in Section 3.4 hereof)expense.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Company Party or the Indemnified Contributor Party, as applicable (as applicable, an “Indemnified Party”) of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification by the Contributor or the Company or the Operating Partnership, as applicable, under this Article IIISection 3.3 (as applicable, the “Indemnifying Party”), the Indemnified Party shall give notice thereof to Contributorthe Indemnifying Party, including including, without limitation, liabilities or claims to be applied against the indemnification deductible basket established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim3.3(d)(i). Such notice shall describe in reasonable detail the facts known to such The Indemnified Party giving rise to such claimmay at its option demand indemnity under this Section 3.3 from the Indemnifying Party as soon as a claim has been threatened in writing by a third party, and regardless of whether an actual Loss has been suffered, so long as the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after in good faith determine that such Indemnified Party’s receipt thereof, copies of all notices claim is not frivolous and documents received by such that the Indemnified Party relating may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice of such determination to such claimthe Indemnifying Party. The Indemnified Party shall permit Contributorthe Indemnifying Party, at Contributor’s its option and expense, to assume the defense of any such claim by counsel selected by Contributor the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate (but not control) in such defense at its sole expense; and provided further, however, that Contributor the Indemnifying Party shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party Party, in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all the Indemnified Parties Party and its Affiliates of a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid damages; and provided further that in the event of a conflict, the Indemnified Party may choose separate counsel at the Indemnifying Party’s reasonable cost and expense. Notwithstanding the foregoing, if the Company or the Operating Partnership is required to retain counsel, any such counsel shall be selected by the Company (or deemed paid) in full by Contributorand may include DLA Piper LLP (US)). If Contributor the Indemnifying Party shall not have undertaken fail to undertake such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable lawcircumstances, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)Indemnifying Party.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article IIISection 5, the Indemnified Party shall give notice thereof to the Contributor, including liabilities or claims to be applied against the indemnification deductible threshold established pursuant to Section 3.4 5.5 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such The Indemnified Party giving rise to such claimmay at its option demand indemnity under this Section 5 as soon as a claim has been threatened by a third party, and regardless of whether any actual Losses have been suffered, so long as the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after in good faith determine that such Indemnified Party’s receipt thereof, copies of all notices claim is not frivolous and documents received by such that the Indemnified Party relating may be liable for, or otherwise incur, Losses as a result thereof and shall give notice of such determination to such claimthe Contributor. The Indemnified Party shall permit the Contributor, at Contributor’s its option and expense, to assume the defense of any such claim by counsel selected by the Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that the Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all the Indemnified Parties Party and its affiliates a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributordamages. If the Contributor shall not have undertaken fail to undertake such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable lawcircumstances, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at the Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof).

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III3, the Indemnified Party shall give notice thereof to the Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 3.6 hereof; provided that failure to give notice to the Contributor will not relieve the Contributor from any liability that which it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of the Contributor by reason of the inability or failure of the Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to the Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit the Contributor, at Contributor’s their own option and expense, to assume the defense of any such claim by counsel selected by the Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that the Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by the Contributor. If the Contributor shall has not have undertaken such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of the Contributor and at the Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof3.6); provided, however, that the Contributor will be not obligated to indemnify the Indemnified Parties for any compromise or settlement entered into without the Contributor’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III3, the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible baskets established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense 3.5 of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such this Exhibit G. The Indemnified Party giving rise to such claimmay at its option demand indemnity under this Article 3 as soon as a claim has been threatened by a third party, and regardless of whether an actual Loss has been suffered, so long as the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice of such determination to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s its option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all the Indemnified Parties Party and its affiliates a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributordamages. If Contributor shall not have undertaken fail to undertake such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable lawcircumstances, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof).

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article IIIARTICLE 3, the Indemnified Party shall give notice thereof to the Contributor, including liabilities or claims to be applied against the indemnification deductible baskets established pursuant to Section 3.4 ARTICLE 3.5 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such The Indemnified Party giving rise to such claimmay at its option demand indemnity under this ARTICLE 3 as soon as a claim has been threatened by a third party, and regardless of whether an actual Loss has been suffered, so long as the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after in good faith determine that such Indemnified Party’s receipt thereof, copies of all notices claim is not frivolous and documents received by such that the Indemnified Party relating may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice of such determination to such claimthe Contributor. The Indemnified Party shall permit the Contributor, at Contributor’s its option and expense, to assume the defense of any such claim by counsel selected by the Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; providedPROVIDED, howeverHOWEVER, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided furtherPROVIDED FURTHER, howeverHOWEVER, that the Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all the Indemnified Parties Party and its affiliates a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributordamages. If the Contributor shall not have undertaken fail to undertake such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable lawcircumstances, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at the Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof).

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III3, the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible baskets established pursuant to Section 3.4 hereof; 3.5 of this Exhibit F, provided that failure to give notice to Contributor will shall not relieve Contributor it from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense unless it did not learn of such claim or (b) shall have materially increased and such failure results in the costs or potential liability forfeiture by Contributor of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claimsubstantial rights and defenses. Such notice shall describe in reasonable detail the facts known to such The Indemnified Party giving rise to such claimmay at its option demand indemnity under this Article 3 as soon as a claim has been threatened by a third party, and regardless of whether an actual Loss has been suffered, so long as the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice of such determination to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s its option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all the Indemnified Parties Party and its affiliates a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributordamages. If Contributor shall not have undertaken fail to undertake such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable lawcircumstances, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof).

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of If either party to this Agreement ("Indemnitee") receives notice or otherwise obtains knowledge of any liability matter with respect to which the other party to this Agreement ("Indemnitor") may become obligated to hold harmless or claim incurred by or asserted against the Indemnified Party that is subject to indemnification indemnify Indemnitee under this Article IIISection 9, then Indemnitee will promptly deliver to Indemnitor a written notice describing such matter, provided that the Indemnified Party shall give failure to promptly deliver such notice thereof to Contributor, including liabilities or claims to be applied against will not affect the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only obligation except to the extent thatthe Indemnitor is prejudiced or injured thereby. If such matter involves a third party, such failure (a) shall Indemnitor will have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributorright, at Contributor’s option and expenseits option, to assume the defense of any such claim matter at its own expense and with its own counsel, provided that such counsel does not have an actual or potential conflict of interest. If Indemnitor elects to and does assume the defense of such matter, (a) Indemnitee will fully cooperate as reasonably requested by counsel selected by Contributor Indemnitor in the defense or settlement of such matter, (b) Indemnitor will keep Indemnitee reasonably informed of developments and reasonably satisfactory events relating to the Indemnified Partysuch matter, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paidc) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall Indemnitee will have the right to undertake participate without interfering with Indemnitor or its counsel, at its own expense, in the defensedefense of such matter. So long as Indemnitor is in good faith defending Indemnitee in such matter, Indemnitee will not settle or compromise or attempt to contact any other parties to the dispute in such matter. Unless and until the Indemnitor assumes the defense with respect to such matter, Indemnitee will have the right (but not the obligation) to defend itself, or to enter into any reasonable settlement of such liability or claim on behalf matter, without prejudice to any right of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)recovery against Indemnitor.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III, the Indemnified Party shall give notice thereof to Contributorthe indemnifying party, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor the indemnifying party will not relieve Contributor the indemnifying party from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor the indemnifying party by reason of the inability or failure of Contributor the indemnifying party (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributorthe indemnifying party, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributorthe indemnifying party, at Contributorthe indemnifying party’s option and expense, to assume the defense of any such claim by counsel selected by Contributor the indemnifying party and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor the indemnifying party shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributorthe indemnifying party. If Contributor the indemnifying party shall not have undertaken such defense within 20 twenty (20) days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor the indemnifying party and at Contributorthe indemnifying party’s sole cost and expense (subject to the limitations in Section 3.4 hereof).

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article IIISection 6.17, the Indemnified Party shall give notice thereof to the Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 6.17(c) hereof; provided that failure to give notice to the Contributor will not relieve the Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of the Contributor by reason of the inability or failure of the Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to the Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit the Contributor, at the Contributor’s option and expense, to assume the defense of any such claim by counsel selected by the Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that the Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by the Contributor. If the Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of the Contributor and at the Contributor’s sole cost and expense (subject to the limitations in Section 3.4 6.17(e) and (f) hereof).

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III3, the Indemnified Party shall give notice thereof to Contributorthe Contributors, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 3.5 hereof; provided that failure to give notice to Contributor the Contributors will not relieve any Contributor from any liability that which it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor the Contributors by reason of the inability or failure of any Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to such Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributorthe Contributors, at Contributor’s their own option and expense, to assume the defense of any such claim by counsel selected by Contributor the Contributors and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that no Contributor shall notshall, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributorthe Contributors. If Contributor shall the Contributors have not have undertaken such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor the Contributors and at Contributor’s their sole cost and expense (subject to the limitations in Section 3.4 hereof3.5); provided, however, that no Contributor will be obligated to indemnify the Indemnified Parties for any compromise or settlement entered into without each Contributor’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III, Section 6 the Indemnified Party shall give notice thereof to Contributorthe ZML REIT, including liabilities or claims to be applied against the indemnification deductible threshold established pursuant to Section 3.4 6.5 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such The Indemnified Party giving rise to such claimmay at its option demand indemnity under this Article VI as soon as a claim has been threatened by a third party, and regardless of whether any actual Losses have been suffered, so long as the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after in good faith determine that such Indemnified Party’s receipt thereof, copies of all notices claim is not frivolous and documents received by such that the Indemnified Party relating may be liable for, or otherwise incur, Losses as a result thereof and shall give notice of such determination to such claimthe ZML REIT. The Indemnified Party shall permit Contributorthe ZML REIT, at Contributor’s its option and expense, to assume the defense of any such claim by counsel selected by Contributor the ZML REIT and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor the ZML REIT shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all the Indemnified Parties Party and its affiliates a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributordamages. If Contributor the ZML REIT shall not have undertaken fail to undertake such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable lawcircumstances, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)ZML REIT.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Company Party or the Indemnified Contributor Party, as applicable (as applicable, an “Indemnified Party”) of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification by a Contributor or the Company or the Operating Partnership, as applicable, under this Article IIISection 3.3 (as applicable, the “Indemnifying Party”), the Indemnified Party shall give notice thereof to Contributoreach Indemnifying Party, including including, without limitation, liabilities or claims to be applied against the indemnification deductible basket established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim3.3(d)(i). Such notice shall describe in reasonable detail the facts known to such The Indemnified Party giving rise to such claimmay at its option demand indemnity under this Section 3.3 from the Indemnifying Party(ies) as soon as a claim has been threatened in writing by a third party, and regardless of whether an actual Loss has been suffered, so long as the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after in good faith determine that such Indemnified Party’s receipt thereof, copies of all notices claim is not frivolous and documents received by such that the Indemnified Party relating may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice of such determination to such claimthe Indemnifying Party(ies). The Indemnified Party shall permit Contributorany Indemnifying Party, at Contributor’s its option and expense, to assume the defense of any such claim by counsel selected by Contributor such Indemnifying Party and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate (but not control) in such defense at its sole expense; and provided further, however, that Contributor such Indemnifying Party shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party Party, in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all the Indemnified Parties Party and its Affiliates of a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid damages; and provided further that in the event of a conflict, the Indemnified Party may choose separate counsel at such Indemnifying Party’s reasonable cost and expense. Notwithstanding the foregoing, if the Company or the Operating Partnership is required to retain counsel, any such counsel shall be selected by the Company (or deemed paid) in full by Contributorand may include DLA Piper LLP (US)). If Contributor any Indemnifying Party shall not have undertaken fail to undertake such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable lawcircumstances, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereofIndemnifying Party(ies).

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of If either party to this Agreement ("Indemnitee") receives notice or otherwise obtains knowledge of any liability matter with respect to which the other party to this Agreement ("Indemnitor") may become obligated to hold harmless or claim incurred by or asserted against the Indemnified Party that is subject to indemnification indemnify Indemnitee under this Article IIISection 7, then Indemnitee will promptly deliver to Indemnitor a written notice describing such matter, provided that the Indemnified Party shall give failure to promptly deliver such notice thereof to Contributor, including liabilities or claims to be applied against will not affect the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only obligation except to the extent thatthe Indemnitor is prejudiced or injured thereby. If such matter involves a third party, such failure (a) shall Indemnitor will have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributorright, at Contributor’s option and expenseits option, to assume the defense of any such claim matter at its own expense and with its own counsel, provided that such counsel does not have an actual or potential conflict of interest. If Indemnitor elects to and does assume the defense of such matter, (a) Indemnitee will fully cooperate as reasonably requested by counsel selected by Contributor Indemnitor in the defense or settlement of such matter, (b) Indemnitor will keep Indemnitee reasonably informed of developments and reasonably satisfactory events relating to the Indemnified Partysuch matter, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paidc) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall Indemnitee will have the right to undertake participate without interfering with Indemnitor or its counsel, at its own expense, in the defensedefense of such matter. So long as Indemnitor is in good faith defending Indemnitee in such matter, Indemnitee will not settle or compromise or attempt to contact any other parties to the dispute in such matter. Unless and until the Indemnitor assumes the defense with respect to such matter, Indemnitee will have the right (but not the obligation) to defend itself, or to enter into any reasonable settlement of such liability or claim on behalf matter, without prejudice to any right of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)recovery against Indemnitor.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of If any liability claim is made or claim incurred by suit is brought against a party or asserted against the Indemnified Party that is subject entity entitled to indemnification under this Article IIIClause 19 (the “Clause 19 Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19 (the “Clause 19 Indemnitor”), the Indemnified Party Clause 19 Indemnitee shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to promptly give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, the Clause 19 Indemnitor and only to the extent that, such failure Clause 19 Indemnitor (aunless otherwise requested by the Clause 19 Indemnitee) shall have caused prejudice to assume and conduct the defense defense, or settlement, of such claim or (b) suit, as the Clause 19 Indemnitor shall have materially increased the costs or potential liability of Contributor by reason deem prudent. Notice of the inability claim or failure of Contributor (due suit shall be accompanied by all information pertinent to the matter as is reasonably available to the Clause 19 Indemnitee and shall be followed by such lack of prompt notice) to be involved in any investigations cooperation by the Clause 19 Indemnitee as the Clause 19 Indemnitor or negotiations regarding any such claim. Such notice shall describe in reasonable detail its counsel may reasonably request, at the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate expense of the amount of Losses arising therefromClause 19 Indemnitor. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, If the Clause 19 Indemnitor fails or refuses to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory or suit notified to it under this Clause 19, the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party Clause 19 Indemnitee shall have the right to undertake proceed with the defense, compromise defense or settlement of the claim or suit as it deems prudent and shall have a claim against the Clause 19 Indemnitor for any judgments, settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such liability event, the Clause 19 Indemnitor shall be deemed to have waived any objection or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject defense to the limitations in Section 3.4 hereof)Clause 19 Indemnitee’s claim based on the reasonableness of any settlement.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III, the Indemnified Party shall give notice thereof to ContributorSeller, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor Seller will not relieve Contributor Seller from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor Seller by reason of the inability or failure of Contributor Seller (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to ContributorSeller, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit ContributorSeller, at ContributorSeller’s option and expense, to assume the defense of any such claim by counsel selected by Contributor Seller and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor Seller shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by ContributorSeller. If Contributor Seller shall not have undertaken such defense within 20 twenty (20) days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor Seller and at ContributorSeller’s sole cost and expense (subject to the limitations in Section 3.4 hereof).

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III3, the Indemnified Party shall give notice thereof to Contributorthe Contributors, including liabilities or claims to be applied against the indemnification deductible baskets established pursuant to Section 3.4 3.6 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such The Indemnified Party giving rise to such claimmay at its option demand indemnity under this Article 3 as soon as a claim has been threatened by a third party, and regardless of whether an actual Loss has been suffered, so long as the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after in good faith determine that such Indemnified Party’s receipt thereof, copies of all notices claim is not frivolous and documents received by such that the Indemnified Party relating may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice of such determination to such claimContributors. The Indemnified Party shall permit Contributorthe Contributors, at Contributor’s the Contributors' option and expense, to assume the defense of any such claim by counsel selected by Contributor the Contributors and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; providedPROVIDED, howeverHOWEVER, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided furtherPROVIDED FURTHER, howeverHOWEVER, that Contributor Contributors shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all the Indemnified Parties Party and its affiliates a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are is paid (or deemed paid) in full by Contributorthe Contributors. If Contributor the Contributors shall not have undertaken fail to undertake such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent or as required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and Contributors at Contributor’s the Contributors' sole cost and expense (subject expense; PROVIDED, HOWEVER, that the Contributors will not be obligated to indemnify the limitations in Section 3.4 hereof)Indemnified Parties for any compromise or settlement entered into without the Contributors' prior written consent, which consent shall not be unreasonably withheld.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III3, the Indemnified Party shall give notice thereof to Contributorthe applicable Nominee, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 3.6 hereof; provided provided, that failure to give notice to Contributor such Nominee will not relieve Contributor such Nominee from any liability that which it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor such Nominee by reason of the inability or failure of Contributor such Nominee (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributorsuch Nominee, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributorsuch Nominee, at Contributor’s the option and expenseexpense of such Nominee, to assume the defense of any such claim by counsel selected by Contributor such Nominee and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall notno Nominee shall, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributorthe applicable Nominee. If Contributor the applicable Nominee shall not have undertaken fail to undertake such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and the applicable Nominee at Contributorsuch Nominee’s sole cost and expense (subject to the limitations in Section 3.4 hereof3.6); provided, however, that such Nominee will not be obligated to indemnify the Indemnified Parties for any compromise or settlement entered into without such Nominee’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Company Party of notice of any liability or claim incurred by or asserted against the Indemnified Company Party that is subject to indemnification by a Contributor under this Article IIISection 3.4, the Indemnified Company Party shall give notice thereof to such Contributor, including including, without limitation, liabilities or claims to be applied against the indemnification deductible basket established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim3.4(e)(i). The Indemnified Company Party may at its option demand indemnity under this Section 3.4 from a Contributor as soon as a claim has been threatened in writing by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Company Party shall in good faith determine that such claim is not frivolous and that the Indemnified Company Party may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice of such determination to such Contributor. The Indemnified Company Party shall permit an indemnifying Contributor, at Contributor’s its option and expense, to assume the defense of any such claim by counsel selected by such Contributor and reasonably satisfactory to the Indemnified Company Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Company Party may at all times participate (but not control) in such defense at its sole expense; and provided further, however, that a Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Company Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all the Indemnified Parties Company Party and its Affiliates of a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributordamages. If an indemnifying Contributor shall not have undertaken fail to undertake such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable lawcircumstances, then the Indemnified Company Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at such Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof).

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject The party entitled to indemnification under this Article III, Section 14.1 (“Indemnitee”) will promptly notify the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against having the indemnification deductible established pursuant obligation under Section 14.2 (“Indemnitor”) of any claim for which it believes it is entitled to Section 3.4 hereof; indemnification under the preceding paragraph. Indemnitor may, but shall not be required to, assume control of the defense and settlement of such claim provided that failure (i) such defense and settlement shall be at the sole cost and expense of Indemnitor (ii) Indemnitor shall be permitted to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to control the defense of the claim only if Indemnitor is financially capable of such claim or (b) shall have materially increased defense and engages the costs or potential liability services of Contributor by reason a qualified attorney, each in the reasonable judgment of the inability or failure Indemnitee; (iii)Indemnitor shall not thereafter withdraw from control of Contributor such defense and settlement without giving reasonable advance notice to Indemnitee (due iv) Indemnitee shall be entitled to participate in, but not control, such lack defense and settlement at its own cost and expense; (v) before entering into any settlement of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, Indemnitor shall be required to obtain the prior written approval of Indemnitee, which shall not be unreasonably withheld, if pursuant to or as a result of such settlement, injunctive or other equitable relief would be imposed against Indemnitee; and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense (vi) Indemnitor will not enter into any settlement of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with without the prior written consent of the Indemnified Party in its sole and absolute discretion, consent Indemnitee unless Indemnitor agrees to be liable for any amounts to be paid to the entry of any judgment or enter into any third party pursuant to such settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question and is financially able to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)do so.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article IIISection 5, the Indemnified Party shall give notice thereof to the Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof5.4; provided that failure to give notice to the Contributor will not relieve Contributor it from any liability that which it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense unless it did not learn of such claim or (b) shall have materially increased and such failure results in the costs or potential liability forfeiture by the Contributor of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claimsubstantial rights and defenses. Such notice shall describe in reasonable detail the facts known to such The Indemnified Party giving rise to such claimmay at its option demand indemnity under this Section 5 as soon as a claim has been threatened by a third party, and regardless of whether an actual Loss has been suffered, so long as the amount or Indemnified Party in conjunction with the Contributor shall in good faith estimate of determine that such claim is not frivolous and that the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof and shall deliver give notice of such determination to the Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit the Contributor, at the Contributor’s option and expense, to assume the defense of any such claim by counsel selected by the Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that the Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by the Contributor. If the Contributor shall not have undertaken fail to undertake such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent or as required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of the Contributor and at the Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof).expense. 5.4

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Each Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject entitled to indemnification under this Article IIIARTICLE VI (the “Indemnified Party”) shall give notice to the Party or Parties required to provide indemnification (the “Indemnifying Party”) promptly, but not later than forty-five (45) days, after such Indemnified Party receives written notice of any claim, event or matter as to which indemnity may be sought; provided, that the failure of the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will as provided in this Section 6.05 shall not relieve Contributor from any liability Indemnifying Party of its obligations under Sections 6.01 through 6.04, except to the extent that it may have to such failure actually and materially prejudices the rights of any Indemnified Party, unless, such Indemnifying Party and then only to the extent thatof such prejudice. In the event of any claim, action, suit, proceeding or demand asserted by any Person who is not a Party (or a successor to a Party) to this Agreement (a “Third Party-Claim”) that is or gives rise to an indemnification claim, the Indemnifying Party may elect to assume and control the defense of any such failure (a) claim and any litigation resulting therefrom, provided, that counsel for the Indemnifying Party, who shall have caused prejudice to conduct the defense of such claim or (b) any litigation resulting therefrom, shall have materially increased be approved by the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim(whose approval shall not be unreasonably withheld or delayed), and the amount or good faith estimate Indemnified Party may participate in such defense at the Indemnified Party’s expense, which shall include counsel of its choice; provided, further, that the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver have the right to Contributoremploy, promptly after such at the Indemnifying Party’s expense, one counsel of its choice to represent the Indemnified Party if, in the Indemnified Party’s receipt thereofreasonable judgment, copies there exists an actual or potential conflict of all notices and documents received by such interest between the Indemnified Party relating and the Indemnifying Party or if the Indemnifying Party elects not to such claim. The defend, compromise or settle a Third-Party Claim; provided, further, that if the Indemnifying Party elects to assume and control the defense but fails to prosecute vigorously and diligently the Third-Party Claim, then the Indemnified Party shall permit Contributorhave the right to defend such Third-Party Claim on behalf of and for the account and risk of the Indemnifying Party. The Indemnifying Party shall be deemed to have waived it right to dispute its liability to the Indemnified Party under this Article VI with respect to any Third-Party Claim as to which it elects to control the defense. The Indemnifying Party, at Contributor’s option and expense, to assume in the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Partyor litigation, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretionParty, consent to the entry of any judgment or enter entry into any settlement (i) that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have of a release from all liability in respect to such claim or litigation, or (ii) that could reasonably be expected to restrict materially the right to undertake conduct of business of Purchaser or the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)Company as then conducted.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the (a) Each Acquirer Indemnified Party of notice of any liability or claim incurred by or asserted against the and Target Indemnified Party that is subject to indemnification under this Article III, (the "Indemnified Party Party") shall give notice thereof to Contributorthe party or parties required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, including liabilities and, in the event of any claim or claims demand asserted by a third party; but the failure of any Indemnified Party to be applied against timely give notice as provided herein shall not relieve the indemnification deductible established pursuant to Section 3.4 hereof; provided that Indemnifying Party of its obligations under this Agreement unless such failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to materially adversely affected the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason ability of the inability or failure of Contributor (due Indemnifying Party to such lack of prompt notice) to be involved in any investigations or negotiations regarding any defend such claim. Such notice shall describe in reasonable detail Upon receipt of any such notice, the facts known Indemnifying Party may elect to such defend the Indemnified Party giving rise to against such claim, and the amount suit, action or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributorproceeding, at Contributor’s option and its own expense, to assume the defense through counsel of any such claim by counsel selected by Contributor and its own choice that is reasonably satisfactory acceptable to the Indemnified Party, and to settle from and after such election and for so long as the Indemnifying Party is diligently prosecuting such defense, the Indemnifying Party shall not be responsible for any legal fees or otherwise dispose expenses of the Indemnified Party, other than reasonable costs of investigation. Failing such election or reasonably diligent prosecution, the Indemnified Party shall have the right to (but shall not be obligated to) pay, compromise or defend the same; provided. In any claim, howeversuit, that action or proceeding defended by the Indemnifying Party, the Indemnified Party may at all times participate in such defense participate, at its sole expense; and provided further, however, that Contributor shall not, in the defense of the same. The Indemnifying Party in the defense of any such claim, suit, action or proceeding shall not, except with the prior written consent of the Indemnified Party in its sole and absolute discretionParty, consent to the entry of any judgment or enter entry into any settlement that which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to the Indemnified Party of a release from all Indemnified Parties a full and complete release of all liabilities liability in respect to such claim, suit, action or proceeding or (ii) requires the performance of such claims, or that does not result only in any act (other than the payment of money damages moneys for which are paid (such Indemnified Party is held harmless hereunder) or deemed paid) in full the agreement not to perform any act by Contributorthe Indemnified Party. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the The Indemnified Party shall have not settle or compromise any such claim without the right to undertake prior written consent of the defenseIndemnifying Party, compromise which consent shall not be unreasonably withheld. The Indemnified Party shall furnish such information regarding itself or settlement the claim in question as the Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such liability claim, suit, action or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)proceeding resulting therefrom.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Company Party of notice of any liability or claim incurred by or asserted against the Indemnified Company Party that is subject to indemnification by Meruelo Trust under this Article IIISection 3.4, the Indemnified Company Party shall give notice thereof to ContributorMeruelo Trust, including including, without limitation, liabilities or claims to be applied against the indemnification deductible basket established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim3.4(e)(i). The Indemnified Company Party may at its option demand indemnity under this Section 3.4 from Meruelo Trust as soon as a claim has been threatened in writing by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Company Party shall in good faith determine that such claim is not frivolous and that the Indemnified Company Party may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice of such determination to Meruelo Trust. The Indemnified Company Party shall permit Contributoran Meruelo Trust, at Contributor’s its option and expense, to assume the defense of any such claim by counsel selected by Contributor Meruelo Trust and reasonably satisfactory to the Indemnified Company Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Company Party may at all times participate (but not control) in such defense at its sole expense; and provided further, however, that Contributor Meruelo Trust shall not, in defense of any such claim, except with the prior written consent of the Indemnified Company Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all the Indemnified Parties Company Party and its Affiliates of a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributordamages. If Contributor Meruelo Trust shall not have undertaken fail to undertake such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable lawcircumstances, then the Indemnified Company Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)Meruelo Trust.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or Whenever a claim incurred by or asserted against the Indemnified Party that is subject to shall arise for indemnification under this Article IIISection 8, the Indemnified Party indemnified party shall give notice thereof to Contributorpromptly notify the indemnifying party of such claim and, including liabilities when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification resulting from or claims to be applied against in connection with a claim or legal proceeding by a third party, the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Partyindemnifying party may, unlessat its sole expense, and only to assume the extent that, such failure (a) shall have caused prejudice to defense thereof. If an indemnifying party assumes the defense of any such claim or (b) legal proceeding, the indemnifying party shall have materially increased be entitled to select counsel reasonably acceptable to the costs or potential liability of Contributor by reason indemnified party and take all steps necessary in the defense thereof; provided, however, that no settlement shall be made without the prior written consent of the inability or failure of Contributor indemnified party, which shall not be unreasonably withheld (due it being understood that the indemnified party may not withhold consent to any settlement involving only a monetary payment where the indemnifying party is ready, willing and able to pay such lack of prompt notice) to be involved amount); and, provided further, that the indemnified party may, at its own expense, participate in any investigations or negotiations regarding any such claimproceeding with the counsel of its choice. Such notice shall describe in reasonable detail If the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to indemnifying party does not assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory or litigation in accordance with the terms hereof, the indemnified party may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation (after giving notice of the same to the Indemnified Partyindemnifying party) on such terms as the indemnified party may deem appropriate, and to settle or otherwise dispose of the same; provided, however, that indemnifying party will promptly indemnify the Indemnified Party may at all times participate indemnified party in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except accordance with the prior written consent provisions of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in this Section 3.4 hereof)8.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III, the Indemnified Party shall give notice thereof to Contributorthe Contributing Indemnitors, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor the Contributing Indemnitors will not relieve Contributor the Contributing Indemnitors from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor the Indemnitors by reason of the inability or failure of Contributor the Indemnitors (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributorthe Indemnitors, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributorthe Contributing Indemnitors, at Contributor’s the Contributing Indemnitors’ option and expense, to assume the defense of any such claim by counsel selected by Contributor the Contributing Indemnitors and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor the Contributing Indemnitors shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributorthe Contributing Indemnitors. If Contributor the Contributing Indemnitors shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor the Contributing Indemnitors and at Contributor’s the Contributing Indemnitors’ sole cost and expense (subject to the limitations in Section 3.4 hereof).

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III3, the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible baskets established pursuant to Section 3.4 hereof; 3.5 of this Exhibit E, provided that failure to give notice to Contributor will shall not relieve Contributor it from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense unless it did not learn of such claim or (b) shall have materially increased and such failure results in the costs or potential liability forfeiture by Contributor of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claimsubstantial rights and defenses. Such notice shall describe in reasonable detail the facts known to such The Indemnified Party giving rise to such claimmay at its option demand indemnity under this Article 3 as soon as a claim has been threatened by a third party, and regardless of whether an actual Loss has been suffered, so long as the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice of such determination to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s its option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all the Indemnified Parties Party and its affiliates a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributordamages. If Contributor shall not have undertaken fail to undertake such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable lawcircumstances, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof).

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject Each party entitled to indemnification under this Article III, V (the "Indemnified Party Party") shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure party required to provide indemnification (athe "Indemnifying Party") shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereofParty has actual knowledge of any claim as to which indemnity may be sought, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributorthe Indemnifying Party, at Contributor’s option and the Indemnifying Party's expense, to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by counsel selected by Contributor and reasonably satisfactory to the Indemnified PartyParty (whose approval shall not unreasonably be withheld), and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole such party's expense; , and provided further, however, further that Contributor the failure of any Indemnified Party to give notice as provided herein shall notnot relieve the Indemnifying Party of its obligations under this Article V unless such failure to give notice materially prejudices the Indemnifying Party's ability to defend such claim. The Indemnifying Party, in the defense of any such claimclaim or litigation, shall not, except with the prior written consent of the Indemnified Party in its sole and absolute discretionParty, consent to the entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party of a release from all liability in respect to such claim or litigation. The Indemnified Party shall have furnish such information regarding itself or the right to undertake claim in question as the defense, compromise or settlement Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)litigation resulting therefrom.

Notice and Defense of Claims. As soon as reasonably practicable Promptly after receipt by the Indemnified Party of notice of any ---------------------------- claim, liability or claim incurred by or asserted against the Indemnified Party that is subject to expense for which a party seeks indemnification under this Article IIIhereunder, the Indemnified Party such party shall give written notice thereof to Contributorthe indemnifying party, including liabilities or claims but such notification shall not be a condition to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only hereunder except to the extent that, such failure (a) shall have caused of actual prejudice to the indemnifying party. The notice shall state the information then available regarding the amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. If within 30 days after receiving such notice the indemnifying party gives written notice to the indemnified party stating that it intends to defend against such claim, liability or expense at its own cost and expense, then defense of such claim or matter, including selection of counsel (b) shall have materially increased subject to the costs or potential liability of Contributor by reason consent of the inability or failure of Contributor (due to such lack of prompt notice) to indemnified party which consent shall not be involved in any investigations or negotiations regarding any such claim. Such notice unreasonably withheld), shall describe in reasonable detail be by the facts known to such Indemnified Party giving rise to indemnifying party and the indemnified party shall make no payment on such claim, and liability or expense as long as the amount or indemnifying party is conducting a good faith estimate of and diligent defense. Notwithstanding the amount of Losses arising therefrom. Unless prohibited by lawforegoing, such Indemnified Party the indemnified party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times have the right to fully participate in such defense at its sole expenseown expense directly or through counsel; and provided furtherprovided, however, that Contributor if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall notbe paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, in or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of any such claim, except liability or expense with counsel selected by the indemnified party, and shall have the right to compromise or settle the same exercising reasonable business judgment. The indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense. No indemnifying party shall without the prior written consent of the Indemnified Party in its sole and absolute discretionindemnified party (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant threatened claim, action, suit or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities proceeding in respect of such claims, which indemnification or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as contribution may be reasonable under sought hereunder (whether or not the circumstances indemnified party is an actual or potential party to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defensesuch claim or action) unless such settlement, compromise or settlement consent includes an unconditional release of each indemnified party from all liability arising out of such liability claim, action, suit or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)proceeding.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified an OP Party of a notice of any liability or claim incurred by or asserted against the Indemnified OP Party that is subject to indemnification under this Article IIISection 3.4, the Indemnified OP Party shall give notice thereof to Contributorthe Contributors, including liabilities or claims to be applied against the indemnification deductible amount established pursuant to Section 3.4(b)(6). The OP Party may, at its option, demand indemnity under this Section 3.4 hereof; provided as soon as a claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the OP Party shall in good faith determine that failure to such claim is not frivolous and that the OP Party may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only of such determination to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified OP Party shall permit Contributorthe Contributors, at Contributor’s option and the Contributors’ expense, to assume the defense of any such claim by counsel selected by Contributor the Contributors and reasonably satisfactory to the Indemnified such OP Party, and to the Contributors may settle or otherwise dispose of the same; provided, however, that the Indemnified such OP Party may at all times participate in such defense at its sole own expense; , which shall not be reimbursed by the Contributors, and provided further, however, that Contributor Contributors shall not, in defense of any such claim, except with the prior written consent of the Indemnified OP Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties the OP Party and its Affiliates a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are is paid (or deemed paid) in full by Contributorthe Contributors. If Contributor the Contributors shall not have undertaken fail to undertake such defense within 20 thirty (30) days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent or as required by applicable law, then the Indemnified OP Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and the Contributors at Contributor’s the Contributors’ sole cost and expense (subject expense; provided, however, that the Contributors will not be obligated to indemnify the limitations in Section 3.4 hereof)OP Parties for any compromise or settlement entered into without the Contributors’ prior written consent, which consent shall not be unreasonably withheld.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of If any liability claim is made or claim incurred by suit is brought against a party or asserted against the Indemnified Party that is subject entity entitled to indemnification under this Article IIIClause 19 (the “Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19 (the “Indemnitor”), the Indemnified Party shall Indemnitee will promptly (and in any event within thirty (30) days) give notice thereof of such claim or suit to Contributorthe Indemnitor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that the Indemnitee’s failure to give notice to Contributor so notify the Indemnitor will not relieve Contributor from the Indemnitor of any liability that it may have pursuant to any Indemnified Party, unless, and only this Clause 19 except to the extent that, such failure (a) shall have caused prejudice to that the Indemnitor demonstrates that the defense of such suit or claim is prejudiced thereby. Upon receipt of such notice, the Indemnitor (unless otherwise requested by the Indemnitee) will assume and conduct the defense, or settlement, of CT1001520_PA _AAL_A320Family_EXECUTION PA - 87 of 102 such claim or (b) shall have materially increased suit. Absent the costs or potential liability of Contributor by reason prior written consent of the inability Indemnitee, Indemnitor may not enter into any settlement, unless such settlement (i) does not include any finding or failure admission of Contributor wrongdoing by the Indemnitee, (due to ii) includes an unconditional written release by the claimant or plaintiff of the Indemnitee from all liability in respect of such lack of prompt notice) to be involved in any investigations suit or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and (iii) does not impose equitable remedies or any obligation on the amount or good faith estimate Indemnitee other than solely the payment of money damages for which the Indemnitee will be fully indemnified hereunder. Notice of the amount of Losses arising therefrom. Unless prohibited claim or suit will be accompanied by law, such Indemnified Party shall deliver all information pertinent to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices the matter as is reasonably available to the Indemnitee and documents received will be followed by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributorcooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request, at Contributor’s option and expense, the expense of the Indemnitor. If the Indemnitor fails or refuses to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory or suit notified to it under this Clause 19, the Indemnitee will, upon prior written notice to the Indemnified PartyIndemnitor, and have the right, at the Indemnitor’s expense, to settle proceed with the defense or otherwise dispose settlement of the sameclaim or suit as it deems prudent; provided, however, provided that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with absent the prior written consent of the Indemnified Party in its sole and absolute discretionIndemnitor, consent to the entry of any judgment or Indemnitee may not enter into any settlement, unless such settlement that (i) does not include as any finding or admission of wrongdoing by the Indemnitor, (ii) includes an unconditional term thereof the giving written release by the claimant or plaintiff in question to of the Indemnitor from all Indemnified Parties a full and complete release of all liabilities liability in respect of such claims, suit or that claim and (iii) does not result only in impose equitable remedies or any obligation on the Indemnitor other than solely the payment of money damages for which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may the Indemnitor will be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)fully indemnified hereunder.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified (a) A Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to claiming indemnification under this Article III, 6 (the Indemnified “Asserting Party”) must promptly notify (in writing and in reasonable detail) the Party shall give notice thereof to Contributor, including liabilities or claims to be applied against from which indemnification is sought (the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified “Defending Party, unless, ”) of the nature and only to the extent that, such failure (a) shall have caused prejudice to the defense basis of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due for indemnification. If such claim relates to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such a claim, and suit, litigation or other action by a third party against the amount or good faith estimate of Asserting Party (a “Third Party Claim”), the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Defending Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, may elect to assume the defense of any such claim the Third Party Claim, at its own expense with counsel of its choosing, by counsel selected by Contributor and reasonably satisfactory notice to the Indemnified Party, and to settle or otherwise dispose Asserting Party given within 20 days after delivery of the same; Asserting Party’s notice, or at any time thereafter with the consent, not to be unreasonably withheld, of the Asserting Party. If the Defending Party assumes the defense of the Third Party Claim, the Asserting Party may participate in the defense of such Third Party Claim through counsel of its choosing, but the Defending Party shall not be liable for any fees and expenses of counsel for the Asserting Party incurred thereafter in connection with the Third Party Claim, provided, howeverthat no Defending Party shall, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with without the prior written consent of the Indemnified Party in its sole and absolute discretionAsserting Party, consent to the entry of any judgment against the Defending Party or enter into any settlement that or compromise which (i) does not include include, as an unconditional term thereof thereof, the giving by the claimant or plaintiff to the Asserting Party of a release, in question form and substance reasonably satisfactory to the Asserting Party from all Indemnified Parties a full and complete release of all liabilities liability in respect of such claims, claim or litigation or (ii) includes terms and conditions that does not result only in adversely affect the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)Asserting Party.

Notice and Defense of Claims. As soon as reasonably practicable after Promptly upon receipt by the Indemnified Party of notice of any liability claim, demand or claim incurred by assessment or asserted against the Indemnified Party that is subject to indemnification under commencement of any suit, action, arbitration or proceeding in respect of which indemnity may be sought on account of the indemnity agreement contained in this Article IIIXIII (the "Third Party Claim"), the Indemnified party seeking indemnification (the "Asserting Party") will notify in writing, within sufficient time to respond to such claim or answer or otherwise plea in such action, the party from whom indemnification is sought (the "Defending Party"), in writing, thereof. Except to the extent that the Defending Party is prejudiced thereby, the omission of such Asserting Party so to notify promptly the Defending Party of any such Third Party Claim shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor such Defending Party from any liability that which it may have to any Indemnified Partysuch Asserting Party in connection therewith, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason on account of the inability indemnity agreements contained in this Article XIII. If any Third Party Claim shall be asserted or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice commenced, the Asserting Party shall describe in reasonable detail notify the facts known to such Indemnified Defending Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt commencement thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume ; the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Asserting Party shall have the right to undertake control the defensedefense thereof, compromise or but the Defending Party will be entitled, at its expense, to participate therein, and in the settlement thereof, provided that the Defending Party shall be entitled, if it so elects, to take control of the defense and investigation of such liability or claim on behalf Third Party Claim and to employ and engage attorneys of its own choice to handle and for defend the account same, at the Defending Party's cost, risk and expense; and provided, further that the Asserting Party may, at its own cost, participate therein, and in the settlement thereof, and the Defending Party shall not have the right to settle any such Third Party Claim, without the consent of Contributor the Asserting Party, which consent shall not be unreasonably withheld. Each party will cooperate with the other party in connection with any such Third Party Claim, make personnel, books and at Contributor’s sole cost and expense (subject records relevant to the limitations Third Party Claim available to the other party, and grant such authorizations or limited powers of attorney to the agents, representatives and counsel of such other party as such party may reasonably consider desirable in Section 3.4 hereof)connection with the defense of any such Third Party Claim.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject (a) Each party entitled to indemnification under this Article IIIIX (the "Indemnified Party") shall give notice to the party or parties required to provide indemnification (the "Indemnifying Party") promptly, but not later than 45 days, after such Indemnified Party receives written notice of any claim, event or matter as to which indemnity may be sought; provided, that the failure of the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will as provided in this Section 9.02 shall not relieve Contributor from any liability Indemnifying Party of its obligations under Section 9.01 or Section 7.04, except to the extent that it may have to such failure actually and materially prejudices the rights of any Indemnified Party, unless, such Indemnifying Party and then only to the extent thatof such prejudice. In the event of any claim, action, suit, proceeding or demand asserted by any person who is not a party (or a successor to a party) to this Agreement (a "Third-Party Claim") which is or gives rise to an indemnification claim, the Indemnifying Party may elect to assume and control the defense of any such failure (a) claim and any litigation resulting therefrom, provided, that counsel for the Indemnifying Party, who shall have caused prejudice to conduct the defense of such claim or (b) any litigation resulting therefrom, shall have materially increased be approved by the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim(whose approval shall not unreasonably be withheld or delayed), and the amount or good faith estimate Indemnified Party may participate in such defense at the Indemnified Party's expense, which shall include counsel of its choice, provided, further, that the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver have the right to Contributoremploy, promptly after such at the Indemnifying Party's expense, one counsel of its choice in each applicable jurisdiction (if more than one jurisdiction is involved) to represent the Indemnified Party if, in the Indemnified Party’s receipt thereof's reasonable judgment, copies there exists an actual or potential conflict of all notices and documents received by such interest between the Indemnified Party relating and the Indemnifying Party or if the Indemnifying Party elects not to defend, compromise or settle a Third-Party Claim, provided, further, that if the Indemnifying Party elects to assume and control the defense but fails to retain counsel to prosecute the action within thirty days of such claim. The election, then the Indemnified Party shall permit Contributorhave the right to defend such Third-Party Claim on behalf of and for the account and risk of the Indemnifying Party. The Indemnifying Party, at Contributor’s option and expense, to assume in the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Partyor litigation, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretionParty, consent to the entry of any judgment or enter entry into any settlement that (i) which does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to the Indemnified Party of a release from all Indemnified Parties a full and complete release of all liabilities liability in respect to such claim or litigation or (ii) which could reasonably be expected to restrict materially the conduct of business of Acquiror or any of its Subsidiaries. In the event the Indemnifying Party is prepared to settle an action and the Indemnified Party reasonably believes that such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not settlement could have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, an impact on it then the Indemnified Party may choose to continue to defend such action in which case the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and be responsible for the account incremental costs of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof).continuing such matter

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject Each party entitled to indemnification under this Article III, XI (the "INDEMNIFIED PARTY") shall give written notice to the party or parties required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and, in the event of any claim or demand asserted by a third party; but the failure of any Indemnified Party to timely give written notice as provided herein shall give notice thereof to Contributor, including liabilities or claims to be applied against not relieve the indemnification deductible established pursuant to Section 3.4 hereof; provided that Indemnifying Party of its obligations under this Agreement unless such failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to materially adversely affected the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason ability of the inability or failure of Contributor (due Indemnifying Party to such lack of prompt notice) to be involved in any investigations or negotiations regarding any defend such claim. Such notice shall describe in reasonable detail Upon receipt of any such notice, the facts known Indemnifying Party may elect to such defend the Indemnified Party giving rise to against such claim, and the amount suit, action or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributorproceeding, at Contributor’s option and its own expense, to assume the defense through counsel of any such claim by counsel selected by Contributor and its own choice that is reasonably satisfactory acceptable to the Indemnified Party, and to settle from and after such election and for so long as the Indemnifying Party is diligently prosecuting such defense, the Indemnifying Party shall not be responsible for any legal fees or otherwise dispose expenses of the Indemnified Party, other than reasonable costs of investigation unless, in the reasonable judgment of the Indemnified Party, based upon advice of independent counsel, there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, or a conflict of interest or potential conflict of interest exists between the Indemnified Party and the Indemnifying Party in respect of such claims (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that such Indemnified Party elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall be responsible for the cost and expense of such separate counsel but shall not have the right to assume the defense of such claim on behalf of such Indemnified Party). Failing such election or reasonably diligent prosecution, the Indemnified Party shall have the right to (but shall not be obligated to) pay, compromise or defend the same; provided. In any claim, howeversuit, that action or proceeding defended by the Indemnifying Party, the Indemnified Party may at all times participate in such defense participate, at its sole expense; and provided further, however, that Contributor shall not, in the defense of the same. The Indemnifying Party in the defense of any such claim, suit, action or proceeding shall not, except with the prior written consent of the Indemnified Party in its sole and absolute discretionParty, consent to the entry of any judgment or enter entry into any settlement that which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to the Indemnified Party of a release from all Indemnified Parties a full and complete release of all liabilities liability in respect to such claim, suit, action or proceeding or (ii) requires the performance of such claims, or that does not result only in any act (other than the payment of money damages moneys for which are paid (such Indemnified Party is held harmless hereunder) or deemed paid) in full the agreement not to perform any act by Contributorthe Indemnified Party. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the The Indemnified Party shall have not settle or compromise any such claim without the right to undertake prior written consent of the defenseIndemnifying Party, compromise which consent shall not be unreasonably withheld. The Indemnified Party shall furnish such information regarding itself or settlement the claim in question as the Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such liability claim, suit, action or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)proceeding resulting therefrom.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the (a) In order for a Company Stockholder Indemnified Party of notice of any liability or claim incurred by or asserted against the Parent Indemnified Party that is subject (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) to be entitled to seek any indemnification provided for under this Article IIIAgreement, the such Indemnified Party shall give notice thereof (which shall describe in reasonable detail the basis of the claim for indemnification) to Contributor, including liabilities or claims to be applied against the indemnification deductible established indemnifying party pursuant to Section 3.4 hereof8.2 (the “Indemnifying Party”) as promptly as practicable and in any event within twenty (20) days after receiving knowledge of the occurrence of the event giving rise to such Indemnified Party’s claim for indemnification; provided provided, that the failure of such Indemnified Party to give notice to Contributor will as provided in this Section 8.3 shall not relieve Contributor from any liability that it may have to any Indemnified Partythe Indemnifying Party of its obligations under Section 8.2, unless, and only except to the extent that, that the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure and the indemnification obligations are materially increased as a result of such failure. In the event of any Legal Proceeding asserted by any Person who is not a party (aor a successor to a party) to this Agreement (a “Third Party Claim”) which is or gives rise to an indemnification claim hereunder, the Indemnifying Party may elect within fifteen (15) Business Days following notice of a Third Party Claim to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall have caused prejudice to conduct the defense of such claim or (b) any litigation resulting therefrom, shall have materially increased be approved by the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim(whose approval shall not unreasonably be withheld, conditioned or delayed), and the amount Indemnified Party may participate in such defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party; it being understood, however, that the Indemnifying Party shall control such defense. Should the Indemnifying Party elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Subject to the Cap, the Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. If the Indemnifying Party chooses to defend any Third Party Claim, all the parties hereto shall cooperate in the defense or good faith estimate prosecution of such Third Party Claim. Such cooperation shall include the amount retaining of Losses arising therefromand (upon the Indemnifying Party’s request) the providing to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees and other representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Unless prohibited by law, such Regardless of whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim (i) the Indemnified Party shall deliver to Contributorthe Indemnifying Party, promptly within five (5) Business Days after such the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such the Indemnified Party relating to such claim. The the Third Party Claim and (ii) neither the Indemnifying Party nor the Indemnified Party shall permit Contributoradmit any liability with respect to, at Contributor’s option and expenseor settle, compromise or discharge, any Third Party Claim without the prior written consent of the other party, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall not enter into any settlement of, or consent to assume the defense entry of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Partyjudgment in connection with, and to settle or otherwise dispose of the same; provided, however, that the Indemnified any Third Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement (x) includes an unconditional release of such Indemnified Party, in its sole form and absolute discretionsubstance reasonably satisfactory to such Indemnified Party, consent to from all liability on claims that are the entry subject matter of such settlement (and does not impose any judgment non monetary obligations or enter into restrictions on any settlement that Indemnified Party), and (y) does not include any statement as an unconditional term thereof the giving to or any admission of fault, culpability or a failure to act by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for any Indemnified Party. Notwithstanding the account of Contributor and at Contributor’s sole cost and expense (subject foregoing, the Indemnifying Party shall continue to the limitations be entitled to assert any limitation on any claims contained in Section 3.4 hereof)this Article 8.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III3, the Indemnified Party shall give notice thereof to the Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to the Contributor will not relieve Contributor it from any liability that which it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense unless it did not learn of such claim or (b) shall have materially increased and such failure results in the costs or potential liability forfeiture by the Contributor of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claimsubstantial rights and defenses. Such notice shall describe in reasonable detail the facts known to such The Indemnified Party giving rise to such claimmay at its option demand indemnity under this Article 3 as soon as a claim has been threatened by a third party, and regardless of whether an actual Loss has been suffered, so long as the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice of such determination to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit the Contributor, at the Contributor’s option and expense, to assume the defense of any such claim by counsel selected by the Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; providedPROVIDED, howeverHOWEVER, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided furtherPROVIDED FURTHER, howeverHOWEVER, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by the Contributor. If the Contributor shall not have undertaken fail to undertake such defense within 20 thirty (30) days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent or as required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at the Contributor’s sole cost and expense (subject expense; PROVIDED, HOWEVER, that the Contributor will not be obligated to indemnify the limitations in Section 3.4 hereof)Indemnified Parties for any compromise or settlement entered into without the Contributor’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject Each party entitled to indemnification under this Article III, VIII (the "Indemnified Party Party") shall give notice thereof to Contributorthe party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought and shall permit the Indemnifying Party to assume, including liabilities at the Indemnifying Party's expense, the defense of any such claim or claims to be applied against any litigation resulting therefrom; provided, that counsel for the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Indemnifying Party, unless, and only to the extent that, such failure (a) who shall have caused prejudice to conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (bwhose approval shall not unreasonably be withheld) shall have materially increased and that the costs or potential liability of Contributor by reason of Indemnified Party may participate in such defense at such party's expense; and provided, further, that the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and give notice as provided herein shall not relieve the amount or good faith estimate Indemnifying Party of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claimits obligations under this Article VIII. The Indemnified Party shall permit ContributorIndemnifying Party, at Contributor’s option and expense, to assume in the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to or litigation, shall not, except with the consent of the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter entry into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party of a release from all liability in respect to such claim or litigation. The Indemnified Party shall have furnish such information regarding itself or the right to undertake claim in question as the defense, compromise or settlement Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)litigation resulting therefrom.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to (a) A party claiming indemnification under this Article IIIARTICLE 14 (the “Asserting Party”) must promptly notify (in writing and in reasonable detail) the party from which indemnification is sought (the “Defending Party”) of the nature and basis of such claim for indemnification not later than the end of the applicable survival period, if any, set forth in Section 14.5. If such claim relates to a claim, suit, litigation or other action by a third party against the Asserting Party or any Liability to a third party (a “Third Party Claim”), the Indemnified Defending Party shall give may elect to assume such Liability and control the defense of the Third Party Claim at its own expense with counsel selected by the Defending Party, if the Defending Party, within 15 days after receiving notice thereof of the Third Party Claim from the Asserting Party, notifies the Asserting Party in writing of the Defending Party’s intention to Contributorassume such defense. Assumption of such Liability, including liabilities or claims to be applied as against the indemnification deductible established Asserting Party, shall not be deemed an admission of liability as against any such third party. If the Defending Party assumes liability for the Third Party Claim as against the Asserting Party and assumes the defense and control of the Third Party Claim pursuant to this Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it 14.3, the Asserting Party may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to participate in the defense of such claim or (b) shall have materially increased Third Party Claim through counsel of its choosing, but the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Defending Party shall deliver to Contributornot be liable for any fees and expenses of counsel for the Asserting Party incurred thereafter in connection with the Third Party Claim, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified no Defending Party may at all times participate in such defense at its sole expense; and provided furthershall, however, that Contributor shall not, in defense of any such claim, except with without the prior written consent of the Indemnified Party in its sole and absolute discretionAsserting Party, consent to the entry of any judgment against the Defending Party or enter into any settlement that or compromise which (i) does not include include, as an unconditional term thereof thereof, the giving by the claimant or plaintiff to the Asserting Party of a release, in question form and substance reasonably satisfactory to the Asserting Party from all Indemnified Parties a full and complete release of all liabilities liability in respect of such claimsclaim or litigation, or provided that does not result only in the payment of money damages which are paid (or this requirement shall be deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances waived to the extent required by applicable lawthat the Asserting Party does not undertake to provide and promptly execute and, then concurrently with the Indemnified delivery of any such release, deliver a corresponding release of the third party claimant with respect to such Third Party shall have Claim, or (ii) includes terms and conditions that adversely affect the right to undertake Asserting Party; provided further, however, that in the defensecase of clause (ii), compromise or settlement of the Asserting Party may not unreasonably withhold such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)consent.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to A party claiming indemnification under this Article III, 18 (the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against “Asserting Party”) must with reasonable promptness notify in writing the party from which indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified is sought (the “Defending Party, unless, ”) of the nature and only to the extent that, such failure (a) shall have caused prejudice to the defense basis of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due for indemnification. If such claim relates to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such a claim, and litigation, or other action by a third party against the amount Asserting Party or good faith estimate of to any fixed or contingent liability to a third party (a “Third Party Claim”), the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Defending Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, may elect to assume the defense of any such claim by the Third Party Claim within a reasonable time after receipt of the notice referred to above at its own expense with counsel selected by Contributor and reasonably satisfactory the Defending Party. The Defending Party may not assume the defense if the named parties to the Indemnified Party, Third Party Claim (including any impeded parties) include both the Defending Party and the Asserting Party and representation of both parties by the same counsel would be inappropriate due to settle actual or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall notpotential differing interests between them, in defense of any such claim, except with which case the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Asserting Party shall have the right to undertake employ counsel reasonably approved by the defenseDefending Party at the expense of the Defending Party. If the Defending Party timely assumes the defense of the Third Party Claim, compromise or settlement the Defending Party shall not be liable for any fees and expenses of such liability or claim on behalf of and counsel for the account Asserting Party incurred thereafter in connection with the Third Party Claim. If the Defending Party timely assumes the defense of Contributor and at Contributorthe Third Party Claim, the Asserting Party may not settle or otherwise compromise the Third Party Claim without the consent of the Defending Party. If the Defending Party fails to timely assume the defense of the Third Party Claim, the Asserting Party may settle or otherwise compromise the Third Party Claim without the consent of the Defending Party. No such settlement or compromise shall deprive or impair the Asserting Party’s sole cost and expense (subject right to indemnification in respect of the Third Party Claim, except to the limitations in Section 3.4 hereof)extent the Defending Party can demonstrate that such settlement or compromise unreasonably and unfairly prejudiced the rights of the Defending Party.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article IIISection 5, the Indemnified Party shall give notice thereof to the Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof5.4; provided that failure to give notice to the Contributor will not relieve Contributor it from any liability that which it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense unless it did not learn of such claim or (b) shall have materially increased and such failure results in the costs or potential liability forfeiture by the Contributor of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claimsubstantial rights and defenses. Such notice shall describe in reasonable detail the facts known to such The Indemnified Party giving rise to such claimmay at its option demand indemnity under this Section 5 as soon as a claim has been threatened by a third party, and regardless of whether an actual Loss has been suffered, so long as the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after in good faith determine that such Indemnified Party’s receipt thereof, copies of all notices claim is not frivolous and documents received by such that the Indemnified Party relating may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice of such determination to such claimthe Contributor. The Indemnified Party shall permit the Contributor, at the Contributor’s option and expense, to assume the defense of any such claim by counsel selected by the Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that the Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by the Contributor. If the Contributor shall not have undertaken fail to undertake such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent or as required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of the Contributor and at the Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof).expense. 21 ​ ​

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject Each party entitled to indemnification under this Article IIISection 6 (the “Indemnified Party”) shall give written notice to the Company promptly after such party has knowledge of any claim as to which indemnity may be sought and, in the event of any claim or demand asserted against an Indemnified Party by a third party, the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against permit the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, Company to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Company, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by counsel selected by Contributor and reasonably satisfactory to the Indemnified PartyParty (whose approval shall not unreasonably be withheld, conditioned or delayed), and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole such party’s expense; , and provided further, however, further that Contributor the failure of any Indemnified Party to give notice as provided herein shall notnot relieve the Company of its obligations under this Section 6 unless such failure to give notice materially adversely affected the ability of the Indemnifying Party to defend such claim. The Company, in the defense of any such claimclaim or litigation, shall not, except with the prior written consent of the Indemnified Party in its sole and absolute discretion(which consent shall not be unreasonably withheld, conditioned or delayed), consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to the Indemnified Party of a release from all Indemnified Parties a full and complete release of all liabilities liability in respect of such claims, claim or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributorlitigation. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the The Indemnified Party shall have furnish such information regarding itself or the right to undertake claim in question as the defense, compromise Company may reasonably request in writing and as shall be reasonably required in connection with the defense of any such claim and any litigation resulting therefrom. The Company shall not be liable for any judgment or settlement of such liability effected without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereofdelayed).

Notice and Defense of Claims. As soon as reasonably practicable (a) Promptly after receipt by the Indemnified Party Indemnitee(s) of notice of the commencement of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article IIIaction, the Indemnified Party shall give notice Indemnitee(s) shall, if a claim in respect thereof to Contributor, including liabilities or claims is to be applied made against Xxxxxx, notify Xxxxxx in writing of the indemnification deductible established pursuant to Section 3.4 hereof; provided that commencement thereof, but the failure to give notice to Contributor will notify Xxxxxx shall not relieve Contributor Xxxxxx from any liability that which it may have to any Indemnified Party, unless, and only the Indemnitee except to the extent that, that it has been prejudiced in any material respect by such failure (a) shall or from any liability which it may have caused prejudice otherwise. In case any such action is brought against the Indemnitee(s), Xxxxxx will be entitled to participate therein, and to the defense of such claim or (bextent that Xxxxxx may elect by written notice delivered to the Indemnitee(s) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expensereceiving the notice from the Indemnitee(s), to assume the defense of any such claim by thereof with counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and Indemnitee(s). After notice to settle or otherwise dispose the Indemnitee(s) of its election to assume the defense of the same; providedaction, howeverXxxxxx will not be liable for any legal or other fees and expenses subsequently incurred by the Indemnitee(s). Notwithstanding the foregoing, that the Indemnified Party may Indemnitee(s) shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at all times participate the expense of such Indemnitee(s) unless (i) the employment of such counsel shall have been authorized in writing by Xxxxxx in connection with the defense of such action, or (ii) Xxxxxx shall not have employed counsel to have charge of the defense at its sole expense; of such action within a reasonable time after notice of commencement of the action, in any of which events such fees and provided further, however, that Contributor expenses shall be borne by Xxxxxx. Xxxxxx shall not, in defense of any such claim, except with without the prior written consent of the Indemnified Party in its sole and absolute discretionIndemnitee(s) (which consent will not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any litigation, or enter into any settlement that investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Agreement (whether or not the Indemnitee(s) are actual or potential parties thereto), unless such settlement, compromise, or consent (i) includes an unconditional release of each Indemnitee from all liability arising out of such litigation, investigation, proceeding, or claim and (ii) does not include a statement as to or an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release admission of all liabilities in respect of such claimsfault, culpability, or that does not result only in the payment of money damages which are paid (a failure to act by or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)any Indemnitee.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject (a) Each party entitled to indemnification under this Article IIIIX (the "Indemnified Party") shall give notice to the party or parties required to provide indemnification (the "Indemnifying Party") promptly, but not later than 45 days, after such Indemnified Party receives written notice of any claim, event or matter as to which indemnity may be sought; provided, that the failure of the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will as provided in this Section 9.02 shall not relieve Contributor from any liability Indemnifying Party of its obligations under Section 9.01 or Section 7.04, except to the extent that it may have to such failure actually and materially prejudices the rights of any Indemnified Party, unless, such Indemnifying Party and then only to the extent thatof such prejudice. In the event of any claim, action, suit, proceeding or demand asserted by any person who is not a party (or a successor to a party) to this Agreement (a "Third-Party Claim") which is or gives rise to an indemnification claim, the Indemnifying Party -52- 58 may elect to assume and control the defense of any such failure (a) claim and any litigation resulting therefrom, provided, that counsel for the Indemnifying Party, who shall have caused prejudice to conduct the defense of such claim or (b) any litigation resulting therefrom, shall have materially increased be approved by the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim(whose approval shall not unreasonably be withheld or delayed), and the amount or good faith estimate Indemnified Party may participate in such defense at the Indemnified Party's expense, which shall include counsel of its choice, provided, further, that the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver have the right to Contributoremploy, promptly after such at the Indemnifying Party's expense, one counsel of its choice in each applicable jurisdiction (if more than one jurisdiction is involved) to represent the Indemnified Party if, in the Indemnified Party’s receipt thereof's reasonable judgment, copies there exists an actual or potential conflict of all notices and documents received by such interest between the Indemnified Party relating and the Indemnifying Party or if the Indemnifying Party elects not to defend, compromise or settle a Third-Party Claim, provided, further, that if the Indemnifying Party elects to assume and control the defense but fails to retain counsel to prosecute the action within thirty days of such claim. The election, then the Indemnified Party shall permit Contributorhave the right to defend such Third-Party Claim on behalf of and for the account and risk of the Indemnifying Party. The Indemnifying Party, at Contributor’s option and expense, to assume in the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Partyor litigation, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretionParty, consent to the entry of any judgment or enter entry into any settlement that (i) which does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to the Indemnified Party of a release from all Indemnified Parties a full and complete release of all liabilities liability in respect to such claim or litigation or (ii) which could reasonably be expected to restrict materially the conduct of business of Acquiror or any of its Subsidiaries. In the event the Indemnifying Party is prepared to settle an action and the Indemnified Party reasonably believes that such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not settlement could have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, an impact on it then the Indemnified Party may choose to continue to defend such action in which case the Indemnified Party shall have be responsible for the right incremental costs of continuing such matter (including, the additional legal costs and additional costs or losses with respect to undertake such matter) in excess of the defenseamount offered to be settled by the Indemnifying Party (and the legal costs incurred to date) which costs shall be borne by the Indemnifying Party. The Indemnified Party shall not settle or compromise any such claim without the prior written consent of the Indemnifying Party, compromise which consent shall not be unreasonably withheld. The Indemnified Party shall make its employees available and furnish such information regarding itself or settlement the claim in question as the Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)litigation resulting therefrom.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject Each party entitled to indemnification under this Article III, ArticleEIX (the "Indemnified Party Party") shall give notice thereof to Contributorthe party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, including liabilities and shall permit the Indemnifying Party to assume, at the Indemnifying Party's expense, the defense of any such claim or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; any litigation resulting therefrom, provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified counsel for the Indemnifying Party, unless, and only to the extent that, such failure (a) who shall have caused prejudice to conduct the defense of such claim or (b) any litigation resulting therefrom, shall have materially increased be approved by the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim(whose approval shall not unreasonably be withheld), and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributormay participate in such defense at such party's expense, promptly after such Indemnified Party’s receipt thereof, copies and provided further that the failure of all notices and documents received by such any Indemnified Party relating to such claimgive notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article IX. The Indemnified Party shall permit ContributorIndemnifying Party, at Contributor’s option and expense, to assume in the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to or litigation, shall not, except with the consent of the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter entry into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party of a release from all liability in respect to such claim or litigation. The Indemnified Party shall have furnish such information regarding itself or the right to undertake claim in question as the defense, compromise or settlement Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)litigation resulting therefrom.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject (a) Each party entitled to indemnification under this Article III, XI (the “Indemnified Party Party”) shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure party required to provide indemnification (athe “Indemnifying Party”) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereofParty receives written notice of any claim, copies event or matter as to which indemnity may be sought; provided that the failure of all notices and documents received by such the Indemnified Party relating to give notice as provided in this Section 11.02 shall not relieve any Indemnifying Party of its obligations under Sections 11.01, except to the extent that such failure materially prejudices the rights of any such Indemnifying Party. In the event of any claim. The Indemnified , action, suit, proceeding or demand asserted by any Person who is not a party (or a successor to a party) to this Agreement (a “Third-Party shall permit ContributorClaim”) which is or gives rise to an indemnification claim, at Contributor’s option and expense, the Indemnifying Party may elect within fifteen (15) days of receipt of notice to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate (without impairing the activity of counsel selected by Contributor to the Indemnifying Party) in such defense at the Indemnified Party’s expense, which shall include counsel of its choice; provided that the Indemnified Party shall have the right to employ, at the Indemnifying Party’s expense, one counsel of its choice in each applicable jurisdiction (if more than one jurisdiction is involved) to represent the Indemnified Party if there exists an actual or potential conflict of interest between the Indemnified Party and the Indemnifying Party in conducting the defense of the Third-Party Claim or if the Indemnifying Party (i) elects not to defend, compromise or settle a Third-Party Claim that it should reasonably satisfactory be expected to defend, compromise or settle, (ii) fails to notify the Indemnified Party within the required time period of its election as provided in this section, or (iii) having timely elected to defend a Third-Party Claim, fails, in the reasonable judgment of the Indemnified Party, after at least ten (10) days’ notice to the Indemnifying Party, to adequately prosecute or pursue such defense, and to settle or otherwise dispose of the same; provided, however, that in each such case the Indemnified Party may at all times participate in defend such defense at its sole expense; Third-Party Claim on behalf of and provided further, however, that Contributor shall notfor the account and risk of the Indemnifying Party. The Indemnifying Party, in the defense of any such claimclaim or litigation, shall not, except with the prior written consent of the Indemnified Party in its sole and absolute discretionParty, consent to the entry of any judgment or enter entry into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to the Indemnified Party of a release from all Indemnified Parties a full and complete release of all liabilities Liability in respect of such claims, claim or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributorlitigation. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the The Indemnified Party shall have not settle or compromise any such claim without prior written consent of the right to undertake Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnified Party shall furnish such information regarding itself or the defense, compromise or settlement claim in question as the Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)litigation resulting therefrom.

Notice and Defense of Claims. As soon as reasonably practicable Less than ten (10) days after receipt by the Indemnified Party of notice of any liability claim or claim incurred legal proceeding by or asserted against the Indemnified Party that is subject a third party with respect to which a party may seek indemnification under this Article IIIhereunder, the Indemnified Party receiving party shall give written notice thereof to Contributorthe indemnifying party (which, including liabilities or in the case of claims under Section 9.2, shall be the Shareholder Representative (as defined in the Escrow Agreement)), but such notification shall not be a condition to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only hereunder except to the extent that, such failure (a) shall have caused of actual prejudice to the indemnifying party. The notice shall state the information then available regarding the amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. If within 30 days after receiving such notice from the receiving party the indemnifying party gives written notice to the indemnified party stating that it intends to defend against such claim, liability or expense at its own cost and expense, then defense of such claim or matter, including selection of counsel (b) shall have materially increased subject to the costs or potential liability of Contributor by reason consent of the inability or failure of Contributor (due to such lack of prompt notice) to indemnified party, which consent shall not be involved in any investigations or negotiations regarding any such claim. Such notice unreasonably withheld), shall describe in reasonable detail be by the facts known to such Indemnified Party giving rise to indemnifying party and the indemnified party shall make no payment on such claim, and liability or expense as long as the amount or indemnifying party is conducting a good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claimdiligent defense. The Indemnified Party indemnifying party shall permit Contributor, at Contributor’s option and expense, to assume the defense of not settle or compromise any such claim by counsel selected by Contributor and reasonably satisfactory to or liability without the Indemnified Party, and to settle or otherwise dispose prior approval of the same; providedindemnified party, howeverwhich shall not be unreasonably withheld. Notwithstanding the foregoing, that the Indemnified Party may indemnified party shall at all times have the right to fully participate in such defense at its sole expenseown expense directly or through counsel; and provided furtherprovided, however, that Contributor if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall notbe paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, in or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of any such claim, except liability or expense with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving counsel selected by the claimant or plaintiff in question to all Indemnified Parties a full indemnified party, and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of settle the same exercising reasonable business judgment. The indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)defense.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by Each indemnified Party agrees to give the Indemnified indemnifying Party of prompt written notice of any liability event or claim incurred by or asserted against the Indemnified matter for which such indemnified Party that is subject intends to indemnification assert a right of Indemnification under this Article III, the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereofAgreement; provided that any failure to give provide such notice shall not reduce the amount of indemnification to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Partywhich the indemnified party is otherwise entitled, unless, and only except to the extent that, that such failure prejudices the indemnifying party. If a third party claim is made for which an indemnified party is entitled to indemnification pursuant to this Article VIII, then the indemnifying party shall be entitled to participate in the defense of such claim, and if the amount claimed pursuant to such third party claim, or the potential liability arising out of such third party claim (a) shall have caused prejudice in the judgement of indemnified party), does not, after taking into account all other indemnification obligations pursuant to SECTION 8.5 and if the indemnifying party so chooses, and providing that the indemnifying party acknowledges its obligations to indemnify the indemnified party for the entire amount claimed by the third party, then the indemnifying party may assume primary responsibility for the defense of such claim with counsel selected by the indemnifying party and not reasonably objected to by the indemnified party. If the indemnifying party assumes the defense of a third party claim as set forth in this paragraph, then (i) in no event shall the indemnified party admit any liability with respect to, or settle, compromise of discharge, any such claim without the indemnifying party's prior written consent, which shall not be unreasonably withheld, (bii) the indemnified Party shall have materially increased be entitled to participate in, but not control, the costs defense of such claim with its own counsel at its own expense, and (iii) in no event shall the indemnifying Party enter into any settlement or potential liability of Contributor by reason compromise without the written consent of the inability or failure of Contributor (due to such lack of prompt notice) to indemnified Party, which shall not be involved in any investigations or negotiations regarding any such claimunreasonably withheld. Such notice shall describe in reasonable detail If the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to indemnifying party does not assume the defense of any such claim, the indemnified party may defend such claim in a manner as it may deem appropriate (including, but not limited to, settling such claim on such terms as the indemnified party may deem appropriate). Any claim by counsel selected by Contributor and reasonably satisfactory either Party for indemnification hereunder (other than with respect to any Particular Indemnified Matter must be asserted in writing prior to the Indemnified Party, and to settle or otherwise dispose earlier of the same; provided, however, that first anniversary of the Closing Date or the date of the issuance of the first audited statements reflecting combined operations of Four Points and WHI. Any claim for any Particular Indemnified Party may at all times participate Matter must be asserted in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense writing prior expiration of any such claim, except with the prior written consent applicable statute of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)limitations.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Seller and any Purchaser Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject entitled to indemnification under this Article IIIV (each, the an "Indemnified Party Party") shall give notice thereof to Contributoreach party required to provide indemnification (each, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified an "Indemnifying Party, unless, and only to the extent that, such failure (a") shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereofParty has actual knowledge of any claim as to which indemnity may be sought, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributorthe Indemnifying Party, at Contributor’s option and the Indemnifying Party's expense, to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by counsel selected by Contributor and reasonably satisfactory to the Indemnified PartyParty (whose approval shall not unreasonably be withheld or delayed), and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole such Indemnified Party's expense; , and provided further, however, further that Contributor the failure of any Indemnified Party to give notice as provided herein shall notnot relieve the Indemnifying Party of its obligations under this Article V unless and only to the extent such failure to give notice materially prejudices the Indemnifying Party's ability to defend such claim. The Indemnifying Party, in the defense of any such claimclaim or litigation, shall not, except with the prior written consent of the Indemnified Party in its sole and absolute discretionParty, consent to the entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to the Indemnified Party of a release from all Indemnified Parties a full and complete release of all liabilities liability in respect of such claims, claim or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributorlitigation. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the The Indemnified Party shall have furnish such information regarding itself or the right to undertake claim in question as the defense, compromise or settlement Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject litigation resulting therefrom. This section shall not apply to the limitations in tax proceedings, which are covered by Section 3.4 8.3(d) hereof).

Notice and Defense of Claims. As soon as reasonably practicable after (a) Promptly upon receipt by the Indemnified Party of notice of any liability claim, demand or claim incurred by assessment or asserted against the Indemnified Party that is subject to indemnification under commencement of any suit, action, arbitration or proceeding in respect of which indemnity may be sought on account of the indemnity agreement contained in this Article III12 (a "Third Party Claim"), the Indemnified Party shall give notice thereof party seeking indemnification (the "Asserting Party") will notify in writing, within sufficient time to Contributor, including liabilities or claims respond to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or answer or otherwise plead in such action, the party from whom indemnification is sought (b) the "Defending Party"). Any such notice shall have materially increased the costs or potential liability of Contributor by reason include a description of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Third Party giving rise to such claimClaim, and the amount or good faith an estimate of the amount of Losses arising therefromthe claim if determinable, a reference to the Section of this Agreement under which indemnification is being sought (including, in the case of a claim under Sections 12.1(a)(ii), 12.1(a)(iii), 12.2(a)(iii) or 12.2(a)(iv), reference to the representation, warranty, covenant or other provision of this Agreement alleged to have been breached or nonfulfilled) and, if the Third Party Claim involves an Assumed Contract, the identity of such Assumed Contract. Unless prohibited by lawExcept to the extent that the Defending Party is prejudiced thereby, the omission of such Indemnified Asserting Party shall deliver so to Contributor, notify promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified the Defending Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory Third Party Claim shall not relieve such Defending Party from any liability which it may have to the Indemnified Partysuch Asserting Party in connection therewith, and to settle or otherwise dispose on account of the same; providedindemnity agreements contained in this Article 12. If any Third Party Claim shall be asserted or commenced, however, that the Indemnified Asserting Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with notify the prior written consent Defending Party of the Indemnified Party in its sole and absolute discretioncommencement thereof, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Asserting Party shall have the right to undertake control the defensedefense thereof, compromise or but the Defending Party will be entitled, at its expense, to participate therein, and in the settlement thereof, provided that the Defending Party shall be entitled, if it so elects, to take control of the defense and investigation of such liability or claim on behalf Third Party Claim and to employ and engage attorneys of its own choice to handle and for defend the account of Contributor same, at the Defending Party's cost, risk and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof).expense; provided that:

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject Each party entitled to indemnification under this Article III, V (the Indemnified Party "INDEMNIFIED PARTY") shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure party required to provide indemnification (athe "INDEMNIFYING PARTY") shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereofParty has actual knowledge of any claim as to which indemnity may be sought, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by counsel selected by Contributor and reasonably satisfactory to the Indemnified PartyParty (whose approval shall not unreasonably be withheld), and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole such party's expense; , and provided further, however, further that Contributor the failure of any Indemnified Party to give notice as provided herein shall notnot relieve the Indemnifying Party of its obligations under this Article V except to the extent that the Indemnifying Party has been adversely affected by such failure. The Indemnifying Party, in the defense of any such claimclaim or litigation, shall not, except with the prior written consent of the Indemnified Party in its sole and absolute discretionParty, consent to the entry of any judgment or enter entry into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party of a release from all liability in respect to such claim or litigation. The Indemnified Party shall have furnish such information regarding itself or the right to undertake claim in question as the defense, compromise or settlement Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)litigation resulting therefrom.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject Each party entitled to indemnification under this Article III, Section 9 (the "Indemnified Party Party") shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure party required to provide indemnification (athe "Indemnifying Party") shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereofParty has actual knowledge of any claim as to which indemnity may be sought, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributorthe Indemnifying Party, at Contributor’s option and the Indemnifying Party's expense, to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and provided further 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 9 unless such failure to give notice materially prejudices the Indemnifying Party's ability to defend such claim. In any event, the Indemnified Party shall be entitled to participate at its own expense and by its own counsel in any proceedings relating to any third party claim; provided that the Indemnifying Party shall pay the reasonable fees and expenses of such counsel if (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have been advised by counsel selected by Contributor and reasonably satisfactory that there may be one or more legal defenses available to it that are not available to the Indemnifying Party. The Indemnifying Party, in the defense of any such claim or litigation, shall not, except with the consent of the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party of a release from all liability in respect to such claim or litigation. The Indemnified Party shall have furnish such information regarding itself or the right to undertake claim in question as the defense, compromise or settlement Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)litigation resulting therefrom.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject Each party entitled to indemnification under this Article III, V (the "Indemnified Party Party") shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give written notice to Contributor will not relieve Contributor from any liability that it may have the party required to any Indemnified provide indemnification (the "Indemnifying Party, unless, and only to the extent that, such failure (a") shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereofParty has actual knowledge of any claim as to which indemnity may be sought, copies and, in the event of all notices and documents received by such any claim or demand asserted against an Indemnified Party relating to such claim. The Indemnified Party by a third party, shall permit Contributor, at Contributor’s option and expense, the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by counsel selected by Contributor and reasonably satisfactory to the Indemnified PartyParty (whose approval shall not unreasonably be withheld, conditioned or delayed), and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole such party's expense; , and provided further, however, further that Contributor the failure of any Indemnified Party to give notice as provided herein shall notnot relieve the Indemnifying Party of its obligations under this Article V unless such failure to give notice materially adversely affected the ability of the Indemnifying Party to defend such claim. The Indemnifying Party, in the defense of any such claimclaim or litigation, shall not, except with the prior written consent of the Indemnified Party in its sole and absolute discretion(which consent shall not be unreasonably withheld, conditioned or delayed), consent to the entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to the Indemnified Party of a release from all Indemnified Parties a full and complete release of all liabilities liability in respect of such claims, claim or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributorlitigation. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the The Indemnified Party shall have furnish such information regarding itself or the right claim in question as the Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom. The Indemnified Party shall not, except with the prior written consent of the Indemnifying Party, consent to undertake the defense, compromise entry of any judgment or enter into any settlement with respect to such claim or litigation. The Indemnifying Party shall not be liable for any judgment or settlement of such liability or claim on behalf of and for effected without the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)Indemnifying Party's prior written consent.

Notice and Defense of Claims. As soon as reasonably practicable Promptly after receipt by the Indemnified Party of notice of any liability or third-party claim incurred by or asserted against the Indemnified Party that is subject to could result in a Loss for which a party may seek indemnification under this Article IIIhereunder, the Indemnified Party such party shall give written notice thereof to Contributorthe indemnifying party, including liabilities or claims but such notification shall not be a condition to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only hereunder except to the extent that, such failure (a) shall have caused of actual prejudice to the indemnifying party. The notice shall state the information then available regarding the amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. If within 30 days after receiving such notice the indemnifying party gives written notice to the indemnified party stating that it intends to defend against such claim, liability or expense at its own cost and expense, then defense of such claim or matter, including selection of counsel (b) shall have materially increased subject to the costs or potential liability of Contributor by reason consent of the inability or failure of Contributor (due to such lack of prompt notice) to indemnified party which consent shall not be involved in any investigations or negotiations regarding any such claim. Such notice unreasonably withheld), shall describe in reasonable detail be by the facts known to such Indemnified Party giving rise to indemnifying party and the indemnified party shall make no payment on such claim, and liability or expense as long as the amount or indemnifying party is conducting a good faith estimate and diligent defense. The indemnifying party shall not compromise or settle such claim without obtaining an unqualified release of the amount of Losses arising therefromindemnified party with respect thereto. Unless prohibited by lawNotwithstanding the foregoing, such Indemnified Party the indemnified party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times have the right to fully participate in such defense at its sole expenseown expense directly or through counsel; and provided furtherprovided, however, that Contributor if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall notbe paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, in or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of any such claim, except liability or expense with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving counsel selected by the claimant or plaintiff in question to all Indemnified Parties a full indemnified party, and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of settle the same exercising reasonable business judgment. The indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)defense.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject Each party entitled to indemnification under this Article IIIV (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly, but no later than thirty (30) calendar days, after such Indemnified Party receives written notice of any claim, event or matter as to which indemnity may be sought; provided that the failure of the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will as provided in this Section 5.4 shall not relieve Contributor from any liability that it may have to any Indemnified PartyIndemnifying Party of its obligations under Article V, unless, and only except to the extent that, that such failure materially prejudices the rights of any such Indemnifying Party. In the event of any claim, action, suit, proceeding or demand asserted by any person who is not a party (a) shall have caused prejudice or a successor to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt noticea party) to be involved in any investigations this Agreement (a "Third-Party Claim") which is or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving gives rise to such an indemnification claim, the Indemnifying Party may elect within ten (10) Business Days (defined as a day other than a Saturday, Sunday and any other day on which the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, NASDAQ is closed) to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in the defense thereof; provided, further that the Indemnified Party shall have the right to employ, at the Indemnifying Party's expense, one counsel selected by Contributor of its choice in each applicable jurisdiction (if more than one jurisdiction is involved) to represent the Indemnified Party if, in the Indemnified Party's reasonable judgment, there exists an actual or potential conflict of interest between the Indemnified Party and reasonably satisfactory the Indemnifying Party or if the Indemnifying Party (i) elects not to defend, compromise or settle a Third-Party Claim, (ii) fails to notify the Indemnified Party within the required time period of its election as provided in this section, or (iii) having timely elected to defend a Third-Party Claim, fails, in the reasonable judgment of the Indemnified Party, after at least 10 calendar days' notice to the Indemnifying Party, to adequately prosecute or pursue such defense, and to settle or otherwise dispose of the same; provided, however, that in each such case the Indemnified Party may at all times participate in defend such defense at its sole expense; Third-Party Claim on behalf of and provided further, however, that Contributor shall notfor the account and risk of the Indemnifying Party. The Indemnifying Party, in the defense of any such claimclaim or litigation, shall not, except with the prior written consent of the Indemnified Party in its sole and absolute discretionParty, consent to the entry of any judgment or enter entry into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to the Indemnified Party of a release Representative and Account Multi-Financial Securities Corporation/Xxxxx/Legacy May 31, 2007 Transfer Agreement from all Indemnified Parties a full and complete release of all liabilities Liability in respect of such claims, claim or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributorlitigation. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the The Indemnified Party shall have not settle or compromise any such claim without prior written consent of the right to undertake Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnified Party shall promptly furnish such information regarding itself or the defense, compromise or settlement claim in question as the Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)litigation resulting therefrom.

Notice and Defense of Claims. As soon as reasonably practicable Promptly after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to Losses for which a party seeks indemnification under this Article IIIhereunder, the Indemnified Party such party shall give written notice thereof to Contributorthe indemnifying party, including liabilities or claims but such notification shall not be a condition to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only hereunder except to the extent that, such failure (a) shall have caused of actual and material prejudice to the indemnifying party. The notice shall state the information then available regarding the amount and nature of such Losses and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. In the case of a non-Third-Party Claim, the parties hereto agree to comply with the provisions set forth in Section 11.8 hereto, as long as such claim remains a non-Third Party Claim. In the case of a Third-Party Claim, if within thirty (30) days after receiving such notice the indemnifying party gives written notice to the indemnified party stating that it intends to defend against such Losses at its own cost and expense, then defense of such claim or matter, including selection of counsel (b) shall have materially increased subject to the costs or potential liability of Contributor by reason consent of the inability or failure of Contributor (due to such lack of prompt notice) to indemnified party, which consent shall not be involved in any investigations or negotiations regarding any such claim. Such notice unreasonably withheld), shall describe in reasonable detail be by the facts known to such Indemnified Party giving rise to such claim, indemnifying party and the amount or indemnified party shall make no payment on such Losses as long as the indemnifying party is conducting a good faith estimate of and diligent defense. Notwithstanding the amount of Losses arising therefrom. Unless prohibited by lawforegoing, the indemnified party shall at all times have the right to fully participate in such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle a Third-Party Claim at its own expense directly or otherwise dispose of the samethrough counsel; provided, however, that if the Indemnified named parties to the Third-Party may Claim or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of one separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at all times participate in such defense at its sole expense; and provided furtherthe expense of the indemnifying party, however, that Contributor shall not, in undertake the defense of any such claim, except Losses with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving counsel selected by the claimant or plaintiff in question to all Indemnified Parties a full indemnified party, and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of settle the same exercising reasonable business judgment. The indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)defense.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified A Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to claiming indemnification under this Article III, Section 4 (the Indemnified "Asserting Party") must promptly notify in writing the Party shall give notice thereof to Contributor, including liabilities or claims to be applied against from which indemnification is sought (the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified "Defending Party, unless, ") of the nature and only to the extent that, such failure (a) shall have caused prejudice to the defense basis of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due for indemnification. If such claim relates to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such a claim, and litigation or other action by a third party against the amount Asserting Party, or good faith estimate of any fixed or contingent liability to a third party (a "Third Party Claim"), the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Defending Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, may elect to assume the defense of any such claim by the Third Party Claim at its own expense with counsel selected by Contributor the Defending Party. The Defending Party may not assume the defense if the named parties to the Third Party Claim (including any impleaded parties) include both the Defending Party and the Asserting Party and the Asserting Party determines that representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case the Asserting Party shall have the obligation to employ its own counsel, at its own cost. If such a determination is made by counsel to the Asserting Party in an opinion letter addressed and reasonably satisfactory to the Indemnified Defending Party, and to settle or otherwise dispose the Defending Party shall retain liability for the cost of the same; provided, however, that Asserting Party's independent counsel. If the Indemnified Defending Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in assumes the defense of the Third Party Claim, the Defending Party shall be liable for any such claim, except fees and expenses of counsel for the Defending Party incurred thereafter in connection with the prior written consent of the Indemnified Third Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only Claim (except in the payment case of money damages which are paid (actual or deemed paid) potential differing interests, as provided in full by Contributorthe preceding sentence). If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified The Defending Party shall have the right to undertake assume the defensedefense of and settle the Third Party Claim (at the Defending Party's expense), compromise or settlement unless the Asserting Party shall notify the Defending Party in writing within five (5) days after receipt of such liability or claim on behalf notice of intention to settle, of the Asserting Party's election to assume (at its expense) the defense of the Third Party Claim and for promptly thereafter takes appropriate action to implement such defense. The Asserting Party and the account of Contributor and at Contributor’s sole cost and expense (subject Defending Party shall use all reasonable efforts to cooperate fully with respect to the limitations in defense of any claim, action or proceeding covered by this Section 3.4 hereof)4.

Notice and Defense of Claims. As soon as reasonably practicable Promptly after receipt by the Indemnified Party of notice or otherwise becoming aware of any claim, liability or expense for which a party seeks indemnification or claim incurred by or asserted against the Indemnified Party that is subject to indemnification shares of SWI Common Stock held under this Article IIIEscrow Agreement, the Indemnified Party such party shall give written notice thereof to Contributorthe indemnifying party (or, including liabilities or claims to be applied in the case of a claim against the shares of SWI Common Stock held under Escrow Agreement, to the Shareholders' Representative), but such notification shall not be a condition to indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only hereunder except to the extent that, such failure (a) shall have caused of actual prejudice to the indemnifying party. The notice shall state the information then available regarding the amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. If within 30 days after receiving such notice the indemnifying party or Shareholders' Representative gives written notice to the indemnified party stating that it intends to defend against such claim, liability or expense at its own cost and expense, then defense of such claim or matter, including selection of counsel (b) shall have materially increased subject to the costs or potential liability of Contributor by reason consent of the inability or failure of Contributor (due to such lack of prompt notice) to indemnified party which consent shall not be involved in any investigations or negotiations regarding any such claim. Such notice unreasonably withheld), shall describe in reasonable detail be by the facts known to such Indemnified Party giving rise to indemnifying party and the indemnified party shall make no payment on such claim, and liability or expense as long as the amount or indemnifying party is conducting a good faith estimate of and diligent defense. Notwithstanding the amount of Losses arising therefrom. Unless prohibited by lawforegoing, such Indemnified Party the indemnified party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times have the right to fully participate in such defense at its sole expenseown expense directly or through counsel; and provided furtherprovided, however, that Contributor if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall notbe paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party or Shareholders' Representative, in or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party or from the shares of SWI Common Stock held under the Escrow Agreement, undertake the defense of any such claim, except liability or expense with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving counsel selected by the claimant or plaintiff in question to all Indemnified Parties a full indemnified party, and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement settle the same only with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall make available all information and assistance that the indemnifying party or Shareholders' Representative may reasonably request and shall cooperate with the indemnifying party in such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)defense.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article IIISection 5, the Indemnified Party shall give notice thereof to the Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof5.4; provided that failure to give notice to the Contributor will not relieve Contributor it from any liability that which it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense unless it did not learn of such claim or (b) shall have materially increased and such failure results in the costs or potential liability forfeiture by the Contributor of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claimsubstantial rights and defenses. Such notice shall describe in reasonable detail the facts known to such The Indemnified Party giving rise to such claimmay at its option demand indemnity under this Section 5 as soon as a claim has been threatened by a third party, and regardless of whether an actual Loss has been suffered, so long as the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after in good faith determine that such Indemnified Party’s receipt thereof, copies of all notices claim is not frivolous and documents received by such that the Indemnified Party relating may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice of such determination to such claimthe Contributor. The Indemnified Party shall permit the Contributor, at the Contributor’s option and expense, to assume the defense of any such claim by counsel selected by the Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that the Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by the Contributor. If the Contributor shall not have undertaken fail to undertake such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent or as required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of the Contributor and at the Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)expense.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III3, the Indemnified Party shall give notice thereof to the Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 3.6 hereof; provided that failure to give notice to the Contributor will not relieve Contributor it from any liability that which it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense unless it did not learn of such claim or (b) shall have materially increased and such failure results in the costs or potential liability forfeiture by the Contributor of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claimsubstantial rights and defenses. Such notice shall describe in reasonable detail the facts known to such The Indemnified Party giving rise to such claimmay at its option demand indemnity under this Article 3 as soon as a claim has been threatened by a third party, and regardless of whether an actual Loss has been suffered, so long as the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice of such determination to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit the Contributor, at the Contributor’s option and expense, to assume the defense of any such claim by counsel selected by the Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; providedPROVIDED, howeverHOWEVER, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided furtherPROVIDED FURTHER, howeverHOWEVER, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by the Contributor. If the Contributor shall not have undertaken fail to undertake such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent or as required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at the Contributor’s sole cost and expense (subject to the limitations in extent of the deemed value of the Partnership Units pledged pursuant to Section 3.4 hereof3.3); PROVIDED, HOWEVER, that the Contributor will not be obligated to indemnify the Indemnified Parties for any compromise or settlement entered into without the Contributor’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of If either party ("Indemnitee") receives notice or otherwise obtains knowledge of any liability matter with respect to which the other party ("Indemnitor") may become obligated to hold harmless or claim incurred by or asserted against the Indemnified Party that is subject to indemnification indemnify Indemnitee under this Article IIISection 10, the Indemnified Party shall give then Indemnitee will promptly deliver to Indemnitor a written notice thereof to Contributordescribing such matter, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give promptly deliver such notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only affect the indemnification obligation except to the extent thatthe Indemnitor is prejudiced or injured thereby. If such matter involves a third party, such failure (a) shall Indemnitor will have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributorright, at Contributor’s option and expenseits option, to assume the defense of any such claim matter at its own expense and with its own counsel, provided that such counsel does not have an actual or potential conflict of interest. If Indemnitor elects to and does assume the defense of such matter, (a) Indemnitee will fully cooperate as reasonably requested by counsel selected by Contributor Indemnitor in the defense or settlement of such matter, (b) Indemnitor will keep Indemnitee reasonably informed of developments and reasonably satisfactory events relating to the Indemnified Partysuch matter, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paidc) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall Indemnitee will have the right to undertake participate, at its own expense, in the defense, compromise or settlement defense of such liability matter. Indemnitee will not settle or claim on behalf compromise such matter, without the Indemnitor's prior written consent. If Indemnitor does not assume the defense of such matter, it may participate, at its own expense, in the defense thereof and for the account Indemnitee will keep Indemnitor reasonably informed of Contributor developments and at Contributor’s sole cost and expense (subject events relating to the limitations in Section 3.4 hereof)such matter.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject Each party entitled to indemnification under this Article III, VIII (the "INDEMNIFIED PARTY") shall give written notice to the party or parties required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and, in the event of any claim or demand asserted by a third party; but the failure of any Indemnified Party to timely give written notice as provided herein shall give notice thereof to Contributor, including liabilities or claims to be applied against not relieve the indemnification deductible established pursuant to Section 3.4 hereof; provided that Indemnifying Party of its obligations under this Agreement unless such failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to materially adversely affected the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason ability of the inability or failure of Contributor (due Indemnifying Party to such lack of prompt notice) to be involved in any investigations or negotiations regarding any defend such claim. Such notice shall describe in reasonable detail Upon receipt of any such notice, the facts known Indemnifying Party may elect to such defend the Indemnified Party giving rise to against such claim, and the amount suit, action or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributorproceeding, at Contributor’s option and its own expense, to assume the defense through counsel of any such claim by counsel selected by Contributor and its own choice that is reasonably satisfactory acceptable to the Indemnified Party, and to settle from and after such election and for so long as the Indemnifying Party is diligently prosecuting such defense, the Indemnifying Party shall not be responsible for any legal fees or otherwise dispose expenses of the Indemnified Party, other than reasonable costs of investigation and subject to Section 8.03 hereof. Failing such election or reasonably diligent prosecution, the Indemnified Party shall have the right to (but shall not be obligated to) pay, compromise or defend the same; provided. In any claim, howeversuit, that action or proceeding defended by the Indemnifying Party, the Indemnified Party may at all times participate in such defense participate, at its sole expense; and provided further, however, that Contributor shall not, in the defense of the same. The Indemnifying Party in the defense of any such claim, suit, action or proceeding shall not, except with the prior written consent of the Indemnified Party in its sole and absolute discretionParty, consent to the entry of any judgment or enter entry into any settlement that which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to the Indemnified Party of a release from all Indemnified Parties a full and complete release of all liabilities liability in respect to such claim, suit, action or proceeding or (ii) requires the performance of such claims, or that does not result only in any act (other than the payment of money damages moneys for which are paid (such Indemnified Party is held harmless hereunder) or deemed paid) in full the agreement not to perform any act by Contributorthe Indemnified Party. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the The Indemnified Party shall have not settle or compromise any such claim without the right to undertake prior written consent of the defenseIndemnifying Party, compromise which consent shall not be unreasonably withheld. The Indemnified Party shall furnish such information regarding itself or settlement the claim in question as the Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such liability claim, suit, action or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)proceeding resulting therefrom.

Notice and Defense of Claims. As soon as reasonably practicable Any Person entitled to ---------------------------- indemnification hereunder (an "Indemnified Party") shall give notice to the Person providing indemnification hereunder (the "Indemnifying Party") promptly after receipt by the Indemnified Party of notice has actual knowledge of any liability or claim incurred by or asserted against as to which indemnity may be sought, and shall permit the Indemnified Party that is subject to indemnification under this Article III, the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Indemnifying Party, unless, and only to at the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Indemnifying Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and 's expense, to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by counsel selected by Contributor and reasonably satisfactory to the Indemnified PartyParty (whose approval shall not unreasonably be withheld), and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole such party's expense; , and provided further, however, further that Contributor the failure of the Indemnified Party to give notice as provided herein shall notnot relieve the Indemnifying Party of its obligations under this Article V unless such failure to give notice materially prejudices the Indemnifying Party's ability to defend such claim. The Indemnifying Party, in the defense of any such claimclaim or litigation, shall not, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right of a release from all liability in respect to undertake the defense, compromise such claim or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)litigation.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Company Party or the Indemnified Contributor Party, as applicable (as applicable, an “Indemnified Party”) of notice of any liability or claim asserted against, imposed upon or incurred by or asserted against the Indemnified Party that is subject to indemnification by the Contributors or the Company and the Operating Partnership, as applicable, under this Article IIISection 3.3 (as applicable, the “Indemnifying Party”), the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Indemnifying Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such The Indemnified Party giving rise to such claimmay at its option demand indemnity under this Section 3.3 from the Indemnifying Party as soon as a claim has been threatened in writing by a third party, and regardless of whether an actual Loss has been suffered, so long as the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after in good faith determine that such Indemnified Party’s receipt thereof, copies of all notices claim is not frivolous and documents received by such that the Indemnified Party relating may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice of such determination to such claimthe Indemnifying Party. The Indemnified Party shall permit Contributorthe Indemnifying Party, at Contributor’s its option and expense, to assume the defense of any such claim by counsel selected by Contributor the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate (but not control) in such defense at its sole expense; and provided further, however, that Contributor the Indemnifying Party shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party Party, in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all the Indemnified Parties Party and its Affiliates of a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid damages. Notwithstanding the foregoing, if the Company or the Operating Partnership is required to retain counsel, any such counsel shall be selected by the Company (or deemed paid) in full by Contributorand may include DLA Piper LLP (US)). If Contributor the Indemnifying Party shall not have undertaken fail to undertake such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable lawcircumstances, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)Indemnifying Party.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of If any liability claim is made or claim incurred by suit is brought against a party or asserted against the Indemnified Party that is subject entity entitled to indemnification under this Article IIIClause 19 (the “Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19 (the “Indemnitor”), the Indemnified Party shall Indemnitee will promptly [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or suit to the Indemnitor, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Upon receipt of such notice, the Indemnitor (bunless otherwise requested by the Indemnitee) shall have materially increased will assume and conduct the costs defense, or potential liability settlement, of Contributor by reason such claim or suit. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Notice of the inability claim or failure of Contributor (due suit will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and will be followed by such lack of prompt notice) to be involved in any investigations cooperation by the Indemnitee as the Indemnitor or negotiations regarding any such claim. Such notice shall describe in reasonable detail its counsel may reasonably request, at the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate expense of the amount of Losses arising therefromIndemnitor. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, If the Indemnitor fails or refuses to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory or suit notified to it under this Clause 19, the Indemnified PartyIndemnitee will, and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] have the right, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except proceed with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability the claim or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof).suit as it deems prudent; [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III3, the Indemnified Party shall give notice thereof to Contributorthe Contributors, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 3.6 hereof; provided that failure to give notice to Contributor the Contributors will not relieve either Contributor from any liability that which it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor the Contributors by reason of the inability or failure of either Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to such Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributorthe Contributors, at Contributor’s their own option and expense, to assume the defense of any such claim by counsel selected by Contributor the Contributors and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that neither Contributor shall notshall, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributorthe Contributors. If Contributor shall the Contributors have not have undertaken such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor the Contributors and at Contributor’s their sole cost and expense (subject to the limitations in Section 3.4 hereof3.6); provided, however, that neither Contributor will be obligated to indemnify the Indemnified Parties for any compromise or settlement entered into without each Contributor’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject Each party entitled to indemnification under this Article III, IX (the Indemnified Party "INDEMNIFIED PARTY") shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure party required to provide indemnification (athe "INDEMNIFYING PARTY") shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereofParty has actual knowledge of any claim as to which indemnity may be sought, copies and, in the event of all notices and documents received any claim or demand asserted by such Indemnified Party relating to such claim. The Indemnified Party a third party, shall permit Contributor, at Contributor’s option and expense, the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by counsel selected by Contributor and reasonably satisfactory to the Indemnified PartyParty (whose approval shall not unreasonably be withheld), and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole such party's expense; , and provided further, however, further that Contributor the failure of any Indemnified Party to give notice as provided herein shall notnot relieve the Indemnifying Party of its obligations under this Agreement unless such failure to give notice materially adversely affected the ability of the Indemnifying Party to defend such claim or to the extent the Indemnifying Party was actually damaged thereby. The Indemnifying Party, in the defense of any such claimclaim or litigation, shall not, except with the prior written consent of the Indemnified Party in its sole and absolute discretionParty, consent to the entry of any judgment or enter entry into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party of a release from all liability in respect to such claim or litigation. The Indemnified Party shall have not settle or compromise any such claim without the right to undertake prior written consent of the defenseIndemnifying Party, compromise which consent shall not be unreasonably withheld. The Indemnified Party shall furnish such information regarding itself or settlement the claim in question as the Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)litigation resulting therefrom.

Notice and Defense of Claims. As soon as reasonably practicable after receipt If requested by the Indemnified Party of notice of any liability TTCG or claim incurred by or asserted against if the Indemnified NEWCO Party that is subject to indemnification under this Article IIIso desires, the Indemnified NEWCO Party shall give notice thereof tender the defense to Contributor, including liabilities or claims TTCG of any matter for which the Indemnified NEWCO Party believes it is entitled to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party6.2(a) of this Agreement, unless, and only to the extent that, such failure (a) in which event TTCG shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in conduct such defense at its sole expense; cost and provided furtherthereafter be liable for all Damages with respect to such claim or proceeding. Such notice shall be given in accordance with Section 7.7 hereof. If TTCG elects to assume control of such defense or settlement, however, that Contributor it shall not, conduct such defense or settlement in defense of any such claim, except with the prior written consent of a manner reasonably satisfactory and effective to protect the Indemnified NEWCO Party in fully; TTCG and its sole and absolute discretion, consent counsel will keep the Indemnified NEWCO Party fully advised as to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect conduct of such claimsdefense or settlement, and no compromise or that does not result only in the payment of money damages which are paid (settlement shall be agreed or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then made without the Indemnified NEWCO Party's written consent. In any case, the Indemnified NEWCO Party shall have the right to undertake employ its own counsel and such counsel may participate in such action, but the defense, compromise or settlement reasonable fees and expenses of such liability counsel shall be at the expense of the Indemnified NEWCO Party, when and as incurred unless (A) the employment of counsel by the Indemnified NEWCO Party has been authorized in writing by TTCG, (B) the Indemnified NEWCO Party shall have reasonably concluded that there may be a conflict of interest between TTCG and the Indemnified NEWCO Party in the conduct of the defense of such action, or claim (C) TTCG shall not in fact have employed independent counsel reasonably satisfactory to the Indemnified NEWCO Party to assume the defense of such action and shall have been so notified by the Indemnified NEWCO Party. If clause (B) or (C) of the preceding sentence shall be applicable, then counsel for the Indemnified NEWCO Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the Indemnified NEWCO Party and for the account reasonable fees and disbursements of Contributor such counsel shall constitute Damages hereunder. The Indemnified NEWCO Party and TTCG, as the case may be, shall be kept fully informed of such claim, action, suit or proceeding at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)all stages thereof, whether or not such party is represented by its own counsel.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by If "DART" so desires, it may tender the Indemnified Party of notice defense to Client of any liability or claim incurred by or asserted against the Indemnified Party that matter for which it believes it is subject entitled to indemnification under this Article III, the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 10.1(a) of this Agreement in which event Client shall conduct such defense at its sole cost and, thereafter, be liable for all damages with respect to such claim or proceeding. Such notice shall be given in accordance with Section 12.7 hereof. Client shall conduct such defense or settlement in a manner to protect fully "DART"; provided that failure Client and its counsel will keep "DART" fully advised as to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unlessthe conduct of such defense or settlement, and only to the extent that, such failure (a) no compromise or settlement shall be agreed or made without "DART'S" written consent. In any case "DART" shall have caused prejudice the right to employ its own counsel and such counsel may participate in such action, but the reasonable fees and expenses of such counsel shall be at the expense of "DART" when and as incurred unless (i) the employment of counsel by "DART" has been authorized in writing by Client, (ii) "DART" shall have reasonably concluded, based upon the opinion of Counsel, that there may be a conflict of interest between Client and "DART" in the conduct of the defense of such claim action, or (biii) Client shall not, in fact, have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due employed independent counsel reasonably satisfactory to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, "DART" to assume the defense of any such claim action and shall have been so notified by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle "DART". If clause (ii) or otherwise dispose (iii) of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor preceding sentence shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable lawapplicable, then the Indemnified Party counsel for "DART" shall have the right to undertake direct the defense, compromise or settlement defense of such liability claim, action, suit or claim proceeding on behalf of "DART" and for the account reasonable fees and disbursements of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)such counsel shall constitute Damages hereunder.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party In case any action shall be commenced involving any person in respect of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III, the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to which indemnity may be applied against the indemnification deductible established sought pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it 6(a) or 6(b) (the "indemnified party"), the indemnified party shall promptly notify the person against whom such indemnity may have to any Indemnified Party, unless, be sought (the "indemnifying person") in writing and only to the extent that, such failure (a) indemnifying party shall have caused prejudice to assume the defense of such claim or (b) shall have materially increased action, including the costs or potential liability employment of Contributor by reason of counsel reasonably satisfactory to the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, indemnified party and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies payment of all notices reasonable fees and documents received by expenses of such counsel, as incurred (except that in the case of any action in respect of which indemnity may be sought pursuant to both Sections 6(a) and 6(b), an Indemnified Party relating to such claim. The Indemnified Party Holder shall permit Contributor, at Contributor’s option and expense, not be required to assume the defense of any such claim by action pursuant to this Section 6(c), but may employ separate counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in the defense thereof, but the fees and expenses of such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claimcounsel, except with as provided below, shall be at the prior written consent expense of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by ContributorHolder). If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party Any indemnified party shall have the right to undertake employ separate counsel in any such action and participate in the defensedefense thereof, compromise or settlement but the fees and expenses of such liability counsel shall be at the expense of the indemnified party unless (i) the employment of such counsel shall have been specifically authorized in writing by the indemnifying party, (ii) the indemnifying party shall have failed to assume the defense of such action or claim employ counsel reasonably satisfactory to the indemnified party or (iii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of and the indemnified party). In any such case, the indemnifying party shall not, in connection with any one action or with separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the account reasonable fees and expenses of Contributor more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and at Contributor’s sole cost all such fees and expense (subject to the limitations in Section 3.4 hereof).expenses shall be reimbursed as they are incurred. Such firm shall be designated

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article IIISection 5, the Indemnified Party shall give notice thereof to the Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof5.4; provided that failure to give notice to the Contributor will not relieve Contributor it from any liability that which it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense unless Contributor did not learn of such claim or (b) shall have materially increased and such failure results in the costs or potential liability forfeiture by the Contributor of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claimsubstantial rights and defenses. Such notice shall describe in reasonable detail the facts known to such The Indemnified Party giving rise to such claimmay at its option demand indemnity under this Section 5 as soon as a claim has been threatened by a third party, and regardless of whether an actual Loss has been suffered, so long as the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after in good faith determine that such Indemnified Party’s receipt thereof, copies of all notices claim is not frivolous and documents received by such that the Indemnified Party relating may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice of such determination to such claimthe Contributor. The Indemnified Party shall permit the Contributor, at the Contributor’s option and expense, to assume the defense of any such claim by counsel selected by the Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that the Contributor shall not, in defense of ​ any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by the Contributor. If the Contributor shall not have undertaken fail to undertake such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent or as required by applicable law, then the Indemnified Party shall have the right upon ten (10) days prior written notice to Contributor, to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of the Contributor and at the Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)expense.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of (i) If an Indemnitee receives notice or otherwise obtains knowledge of any liability matter with respect to which an Indemnitor may become obligated to hold harmless or claim incurred by or asserted against the Indemnified Party that is subject to indemnification indemnify such Indemnitee under this Article IIISection 10.2, the Indemnified Party then such Indemnitee shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due promptly deliver to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such Indemnitor a written notice shall describe describing in reasonable detail the facts known to such Indemnified Party giving rise to such claim, basis for indemnification and the amount to be indemnified, provided, however, that failure to promptly deliver such notice shall not affect the indemnification obligation except to the extent the Indemnitor is prejudiced or good faith estimate injured thereby, but in any event, the Indemnitee shall deliver such notice prior to the last day of the amount survival period for a representation, warranty, covenant or agreement that is the subject of Losses arising therefromthat claim or such claim shall be forever barred. Unless prohibited by lawIf claims for breaches of representations, warranties, covenants and agreements are timely asserted prior to the end of such Indemnified Party survival period, then the applicable representation, warranty, covenant or agreement with respect to which such claim is based shall deliver to Contributor, promptly survive solely for the purposes of such claim after such Indemnified Party’s receipt thereof, copies survival period until the final resolution of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party If such matter involves a third party, the Indemnitor shall permit Contributorhave the right, at Contributor’s option and expenseits option, to assume the defense of such matter at its own expense and with its own counsel. If the Indemnitor elects to and does assume the defense of such matter, (a) the Indemnitor shall not be required to indemnify the Indemnitee against any attorneys’ fees or other expenses incurred on behalf of the Indemnitee in connection with such claim matter following the Indemnitor’s election to assume the defense of such matter, (b) the Indemnitee shall cooperate in a commercially reasonable manner as reasonably requested by the Indemnitor in the defense or settlement of such matter, (c) the Indemnitor shall keep the Indemnitee reasonably informed of developments and events relating to such matter and (d) the Indemnitee and its counsel selected by Contributor and reasonably satisfactory shall be afforded the opportunity to participate in, but not control, the Indemnified Partydefense of such claim. So long as the Indemnitor is in good faith defending the Indemnitee in such matter, and to the Indemnitee shall not settle or otherwise dispose of compromise such matter. In the same; provided, however, event that the Indemnified Party may at all times participate in Indemnitor fails to defend the Indemnitee with respect to such defense at its sole expense; and provided furthermatter, howeveror notify the Indemnitee that it is undertaking such defense, that Contributor within 30 days after receiving such written notice, the Indemnitee shall nothave the right (but not the obligation) to defend itself, in defense or to enter into any commercially reasonable settlement of any such claim, except matter (but such settlement shall be made only with the prior written consent of the Indemnified Party in its sole and absolute discretion, Indemnitor (which consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken be unreasonably withheld except in any instance in which such defense within 20 days after such noticesettlement requires the Indemnitor to admit any breach of Law, involves an injunction or within such shorter time as may be reasonable under future activity of the circumstances Indemnitor or requires the Indemnitor to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereofpay any money damages).

Notice and Defense of Claims. As soon A party seeking indemnification pursuant to Section 5.1 above (an “Indemnified Party”) shall give prompt written notice (a “Claim Notice”) to the party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably practicable after receipt by request, but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). If the Indemnified Party of notice of defends any liability such action, suit or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article IIIproceeding involving a third party, the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Indemnifying Party shall have the right (but not the duty) to undertake participate in the defensedefense thereof, and to employ counsel, at its own expense, separate from counsel employed by the Indemnified Party in any such action. The Indemnifying Party shall be liable for the reasonable fees and expenses of one firm of attorneys, together with appropriate local counsel, employed by the Indemnified Party. Whether or not the Indemnified Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend Sale Agreement 113 (PVNGS Unit 2) with Cypress Second PV Partnership 16 such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. The Indemnifying Party shall not be liable under Section 5.1 for any settlement effected without its consent, which shall not be unreasonably withheld or delayed, of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. If the Indemnifying Party assumes the defense of a claim, no compromise or settlement of such liability or claim on behalf of and for claims may be effected by the account of Contributor and at Contributor’s sole cost and expense (subject to Indemnifying Party without the limitations in Section 3.4 hereof).Indemnified Party's written consent unless:

Notice and Defense of Claims. As soon as reasonably practicable Whenever a party hereto (such party and each of its affiliates which is entitled to indemnification pursuant to any provision of this Agreement, an "INDEMNIFIED PARTY") shall learn after receipt the Closing of a claim that, if allowed (whether voluntarily or by judicial or quasi-judicial tribunal or agency), would give rise to an obligation of another party (the "INDEMNIFYING PARTY") to indemnify the Indemnified Party under any provision of notice of any liability this Agreement, before paying the same or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article IIIagreeing thereto, the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against promptly notify the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnifying Party in writing of all such facts within the Indemnified Party, unless, and only 's knowledge with respect to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate thereof (a "NOTICE OF CLAIM"). If, prior to the expiration of fifteen (15) days from the amount mailing of Losses arising therefrom. Unless prohibited by lawa Notice of Claim, the Indemnifying Party shall request, in writing, that such claim not be paid, the Indemnified Party shall deliver to Contributornot pay the same, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified provided the Indemnifying Party relating to such claim. The Indemnified Party shall permit Contributorproceeds promptly, at Contributor’s option and expense, to assume the defense its or their own expense (including employment of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party), and to settle settle, compromise or otherwise dispose of litigate, in good faith, such claim. After notice from the same; provided, however, that Indemnifying Party requesting the Indemnified Party may at all times participate in not to pay such claim and the Indemnifying Party's assumption of the defense of such claim at its sole or their expense; and provided further, however, that Contributor the Indemnifying Party shall not, in defense of not be liable to the Indemnified Party for any such claim, except with the prior written consent of legal or other expense subsequently incurred by the Indemnified Party in its sole and absolute discretionconnection with the defense thereof. However, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defenseparticipate at its expense and with counsel of its choice in such settlement, compromise or settlement litigation. The Indemnified Party shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and execution thereof has been stayed, nor shall the Indemnified Party be required to refrain from paying any claim where the delay in paying such claim would result in the foreclosure of such liability a lien upon any of the property or assets then held by the Indemnified Party. The failure to provide a timely Notice of Claim as provided in this Section 10.3 shall not excuse the Indemnifying Party from its or their continuing obligations hereunder; however, the Indemnified Party's claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject shall be reduced by any damages to the limitations Indemnifying Party resulting from the Indemnified Party's delay or failure to provide a Notice of Claim as provided in this Section 3.4 hereof)10.3.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III, the Indemnified Party Purchaser shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) Representatives promptly after Purchaser has actual knowledge of any claim as to which indemnity may be sought. The Stockholders shall have caused prejudice the right to assume the defense of any third party claim for which indemnification is sought or any litigation resulting therefrom, PROVIDED that counsel for the Stockholders, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by Purchaser (b) whose approval shall have materially increased not unreasonably be withheld), and Purchaser may participate in such defense at Purchaser's expense, and PROVIDED FURTHER that the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due Purchaser to such lack give notice as provided herein shall not relieve the Stockholders of prompt notice) their obligations under SECTIONS 9.4 and 9.5 , except and only to be involved in any investigations the extent the Stockholders' ability to defend against, mitigate or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of diminish the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received claim is materially prejudiced by such Indemnified Party relating failure. Purchaser shall have the right to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, employ separate counsel (including local counsel) to assume participate in the defense of any such third party claim or litigation to which the Company or Purchaser is a party, but the fees and expenses of such counsel shall be at the expense of Purchaser unless (i) the employment of such counsel shall have been authorized in writing by the Representatives in connection with the defense of such action, (ii) the Stockholders shall not have employed counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and Purchaser to settle or otherwise dispose take charge of the same; provideddefense of such action within a reasonable time after notice of the institution of such action, however, (iii) Purchaser shall have reasonably concluded that there may be material defenses available to it that are different from or additional to those available to the Indemnified Party may at all times participate Stockholders or (iv) the use of counsel chosen by the Stockholders to represent Purchaser would present such counsel with a conflict of interest (in which case the Stockholders shall not have the right to direct the defense of such defense at its sole expense; and provided further, however, that Contributor shall notaction on behalf of Purchaser), in any of which events the reasonable fees and expenses of such counsel shall be borne by the Stockholders and paid as incurred. The Stockholders, in the defense of any such claimthird party claim or litigation, shall not, except with the prior written consent of the Indemnified Party in its sole and absolute discretionPurchaser, consent to the entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to Purchaser of a release from all liability in respect to such third party claim or litigation. Purchaser agrees to cooperate with the Stockholders and its counsel at the Stockholders' expense and shall furnish such information regarding itself or the claim in question to all Indemnified Parties a full as the Representatives may reasonably request in writing and complete release of all liabilities as shall be reasonably required in respect connection with the defense of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)litigation resulting therefrom.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of (a) If any liability claim is made or claim incurred by suit is brought against a party or asserted against the Indemnified Party that is subject entity entitled to indemnification under this Article IIIClause 19 (the “Indemnitee”) for any cause of action, lawsuit, loss, liability, claim, damage, costs or expense for which liability has been assumed by the other party under this Clause 19 (the “Indemnitor”), the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to Indemnitee will promptly give notice to Contributor the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) will not relieve Contributor from any liability that it may have to any Indemnified Partyassume and conduct the defense, unlessor settlement, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or suit, as the Indemnitor deems prudent (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that (i) the Indemnified Party may at all times participate in such defense at its sole expense; and provided furtherIndemnitor shall not be entitled to take any action that constitutes a plea or admission of guilt, howeverwrongdoing or liability on behalf of the Indemnitee, that Contributor (ii) the Indemnitor shall notnot be entitled, in defense of any such claim, except with without the prior written consent of the Indemnified Party Indemnitee (not to be unreasonably withheld, delayed, denied, or conditioned) to settle or compromise any such suit or claim in its sole the Indemnitee’s name, and absolute discretion(iii) notwithstanding the foregoing no settlement or compromise shall be made by the Indemnitor without the prior written consent of any Indemnitee (which consent shall not be unreasonably withheld, consent delayed denied, or conditioned) if such settlement or compromise would result in the imposition of an injunction or other equitable relief upon such Indemnitee or if such Indemnitee is not unconditionally and irrevocably released from liability with respect to such suit or claim. Notice of the claim or suit will be accompanied by all information pertinent to the entry matter as is reasonably available to the Indemnitee and will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request, at the expense of the Indemnitor. The Indemnitee may participate, at its own expense, with the Indemnitor in the defense or appeal of any judgment such suit, claim, order, decree or enter into judgment; provided, however, subject to good faith consultations with the Indemnitee and the foregoing restrictions, the Indemnitor shall retain control and authority regarding any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise compromise, settlement, appeal or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations similar action as provided in Section 3.4 hereof)this Clause 19.3.

Notice and Defense of Claims. As soon as reasonably practicable Promptly after receipt by the Indemnified Party of notice of any claim, liability or claim incurred by or asserted against the Indemnified Party that is subject to expense for which a party seeks indemnification under this Article IIIhereunder, the Indemnified Party such party shall give written notice thereof to Contributorthe indemnifying party, including liabilities or claims but such notification shall not be a condition to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only hereunder except to the extent that, such failure (a) shall have caused of actual prejudice to the indemnifying party. The notice shall state the information then available regarding the amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. If within thirty (30) days after receiving such notice the indemnifying party gives written notice to the indemnified party stating that it intends to defend against such claim, liability or expense at its own cost and expense, then defense of such claim or matter, including selection of counsel (b) shall have materially increased subject to the costs or potential liability of Contributor by reason consent of the inability or failure of Contributor (due to such lack of prompt notice) to indemnified party which consent shall not be involved in any investigations or negotiations regarding any such claim. Such notice unreasonably withheld), shall describe in reasonable detail be by the facts known to such Indemnified Party giving rise to indemnifying party and the indemnified party shall make no payment on such claim, and liability or expense as long as the amount or indemnifying party is conducting a good faith estimate of and diligent defense. Notwithstanding the amount of Losses arising therefrom. Unless prohibited by lawforegoing, such Indemnified Party the indemnified party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times have the right to fully participate in such defense at its sole expenseown expense directly or through counsel; and provided furtherprovided, however, that Contributor if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall notbe paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, in or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of any such claim, except liability or expense with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving counsel selected by the claimant or plaintiff in question to all Indemnified Parties a full indemnified party, and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of settle the same exercising reasonable business judgment. The indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)defense.

Notice and Defense of Claims. As soon as reasonably practicable after (a) Promptly upon receipt by the Indemnified Party of notice of any liability claim, demand or claim incurred by assessment or asserted against the Indemnified Party that is subject to indemnification under commencement of any suit, action, arbitration or proceeding in respect of which indemnity may be sought on account of the indemnity agreement contained in this Article III12 (a "Third Party Claim"), the Indemnified Party shall give notice thereof party seeking indemnification (the "Asserting Party") will notify in writing, within sufficient time to Contributor, including liabilities or claims respond to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or answer or otherwise plead in such action, the party from whom indemnification is sought (b) the "Defending Party"). Any such notice shall have materially increased the costs or potential liability of Contributor by reason include a description of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Third Party giving rise to such claimClaim, and the amount or good faith an estimate of the amount of Losses arising therefrom. Unless prohibited by lawthe claim, a reference to the Section of this Agreement under which indemnification is being sought (including, in the case of a claim under Sections 12.1(a)(ii), 12.1(a)(iii), 12.2(a)(iii) or 12.2(a)(iv), reference to the representation, warranty, covenant or other provision of this Agreement alleged to have been breached or non-fulfilled) and, if the Third Party Claim involves an Assumed Contract, the identity of such Indemnified Party shall deliver to ContributorAssumed Contract, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expensein each case, to assume the defense extent then known. Except to the extent the Defending Party is materially prejudiced as a result of the failure of the Asserting Party to give notice as provided in this Section 12.4, the omission of such Asserting Party so to notify promptly the Defending Party of any such claim by counsel selected by Contributor and reasonably satisfactory Third Party Claim shall not relieve such Defending Party from any liability, it may have to the Indemnified such Asserting Party, and to settle or otherwise dispose in connection therewith, on account of the same; providedindemnity agreements contained in this Article 12. If any Third Party Claim shall be asserted or commenced, however, that the Indemnified Asserting Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with notify the prior written consent Defending Party of the Indemnified Party in its sole and absolute discretioncommencement thereof, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Asserting Party shall have the right to undertake control the defensedefense thereof, compromise or but the Defending Party will be entitled, at its expense, to participate therein, and in the settlement thereof, provided that the Defending Party shall be entitled, if it so elects, to take control of the defense and investigation of such liability Third Party Claim and to employ and engage attorneys of its own choice to handle and defend the same, at the Defending Party's cost, risk and expense. After notice from the Defending Party to the Asserting Party of its election to assume the defense of such Third Party Claim, the Defending Party shall not be liable to the Asserting Party under this Article 12 for any legal or claim on behalf other expenses subsequently incurred by the Asserting Party in connection with the defense of such Third Party Claim; provided that the Asserting Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses for such counsel shall be at the expense of the Asserting Party unless (x) the employment thereof has been specifically authorized by the Defending Party or (y) the Asserting Party shall have been advised by counsel that due to the existence of conflicting interests, in the reasonable judgment of such counsel, it is advisable for the account Asserting Party to employ separate counsel. No Third Party Claim shall be settled by the Defending Party without the Asserting Party's prior written consent; provided however, that the Asserting Party shall not unreasonably withhold or delay its consent to any proposed settlement if (i) such proposed settlement involves only the payment of Contributor money and at Contributor’s sole cost and expense (subject ii) the Defending Party demonstrates to the limitations reasonable satisfaction of the Asserting Party that it is able to pay the amount of such settlement and all related expenses. Each party will cooperate with the other party in Section 3.4 hereof)connection with any such Third Party Claim, make personnel, books and records relevant to the Third Party Claim available to the other party, and grant such authorizations or limited powers of attorney to the agents, representatives and counsel of such other party as such party may reasonably consider desirable in connection with the defense of any such Third Party Claim.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of The parties agree to promptly provide each other with notice of any liability lawsuit, judicial, administrative or other dispute resolution action, proceeding or claim incurred by or asserted against the Indemnified Party that is subject to of which it becomes aware and which it believes may result in an indemnification under this Article IIIobligation hereunder (each, the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereofan "Action"); provided that the failure to give provide any such notice shall not affect the indemnifying party's indemnification obligation unless the indemnifying party is actually prejudiced by the failure to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, receive such notice and then only to the extent thatof such prejudice. After receipt of any such notice, such failure (a) if the indemnifying party shall have caused prejudice acknowledge in writing to the indemnified party that the indemnifying party shall be obligated under the terms of the indemnity hereunder in connection with such Action, then the indemnifying party shall be entitled, if it so elects (i) to take control of the investigation and defense of such claim or Action, (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt noticeii) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail employ and engage attorneys of its own choice, which are reasonably acceptable to the facts known indemnified party, to such Indemnified Party giving rise to such claim, handle and defend the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributorsame, at Contributor’s option the indemnifying party's cost, risk and expense, unless the named parties to assume such action or proceeding include both the defense of indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, in which case the indemnified party shall also have the right to employ its own counsel in any such claim case with the reasonable fees and expenses of such counsel being borne by counsel selected by Contributor and reasonably satisfactory to the Indemnified Partyindemnifying party, and (iii) to compromise or settle such Action, which compromise or otherwise dispose settlement shall be made only with the written consent of the same; indemnified party, such consent not to be unreasonably withheld or delayed, provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretionindemnified party is not required if such settlement, compromise or consent to the entry of any judgment or enter into any settlement that does not include includes, as an unconditional term thereof the giving given by the claimant or the plaintiff in question to all Indemnified Parties the indemnified party, a full and complete release of from all liabilities liability in respect of such claimsindemnifiable claim. Notwithstanding anything in this Article 9 to the contrary, or (i) if there is a reasonable probability that does not an indemnifiable claim may materially adversely affect the indemnified party, other than as a result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such noticeother money payments, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party indemnified party shall have the right to undertake the participate in such defense, compromise or settlement settlement, and the indemnifying party shall not, without the indemnified party's written consent (which consent shall not be unreasonably withheld or delayed), settle or compromise any indemnifiable claim or consent to entry of any judgment in respect thereof unless such settlement, compromise or consent includes as an unconditional term thereof given by the claimant or the plaintiff to the indemnified party a full release from all liability in respect of such liability or claim on behalf indemnifiable claim. In all such cases, the indemnified party shall cooperate in the defense of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)Action.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of The parties agree to promptly provide each other with notice of any liability lawsuit, judicial, administrative or other dispute resolution action, proceeding or claim incurred by or asserted against the Indemnified Party that is subject to of which it becomes aware and which it believes may result in an indemnification under this Article IIIobligation hereunder (each, the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereofan "Action"); provided that the failure to give provide any such notice shall not affect the indemnifying party's indemnification obligation unless the indemnifying party is actually prejudiced by the failure to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, receive such notice and then only to the extent thatof such prejudice. After receipt of any such notice, such failure (a) if the indemnifying party shall have caused prejudice acknowledge in writing to the indemnified party that the indemnifying party shall be obligated under the terms of this indemnity in connection with such Action, then the indemnifying party shall be entitled, if it so elects (i) to take control of the investigation and defense of such claim or Action, (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt noticeii) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail employ and engage attorneys of its own choice, which are reasonably acceptable to the facts known indemnified party, to such Indemnified Party giving rise to such claim, handle and defend the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributorsame, at Contributor’s option the indemnifying party's cost, risk and expense, unless the named parties to assume such action or proceeding include both the defense of indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, in which case the indemnified party shall also have the right to employ its own counsel in any such claim case with the reasonable fees and expenses of such counsel being borne by counsel selected by Contributor and reasonably satisfactory to the Indemnified Partyindemnifying party, and (iii) to compromise or settle such Action, which compromise or otherwise dispose settlement shall be made only with the written consent of the same; indemnified party, such consent not to be unreasonably withheld or delayed, provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretionindemnified party is not required if such settlement, compromise or consent to the entry of any judgment or enter into any settlement that does not include includes, as an unconditional term thereof the giving given by the claimant or the plaintiff in question to all Indemnified Parties the indemnified party, a full and complete release of from all liabilities liability in respect of such claimsindemnifiable claim. Notwithstanding anything in this Article 9 to the contrary, or (i) if there is a reasonable probability that does not an indemnifiable Claim may materially adversely affect the indemnified party, other than as a result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such noticeother money payments, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party indemnified party shall have the right to undertake the participate in such defense, compromise or settlement settlement, and the indemnifying party shall not, without the indemnified party's written consent (which consent shall not be unreasonably withheld or delayed), settle or compromise any indemnifiable claim or consent to entry of any judgment in respect thereof unless such settlement, compromise or consent includes as an unconditional term thereof given by the claimant or the plaintiff to the indemnified party a full release from all liability in respect of such liability or claim on behalf indemnifiable claim. In all such cases, the indemnified party shall cooperate in the defense of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)Action.

Notice and Defense of Claims. As soon as reasonably practicable after receipt If requested by NEWCO or if the Indemnified TTCG Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article IIIso desires, the Indemnified TTCG Party shall give notice thereof tender the defense to Contributor, including liabilities or claims NEWCO of any matter for which the Indemnified TTCG Party believes it is entitled to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party6.1(a) of this Agreement, unless, and only to the extent that, such failure (a) in which event NEWCO shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in conduct such defense at its sole expense; cost and provided furtherthereafter be liable for all Damages with respect to such claim or proceeding. Such notice shall be given in accordance with Section 7.7 hereof. If NEWCO elects to assume control of such defense or settlement, however, that Contributor it shall not, conduct such defense or settlement in defense of any such claim, except with the prior written consent of a manner reasonably satisfactory and effective to protect the Indemnified TTCG Party in fully; NEWCO and its sole and absolute discretion, consent counsel will keep the Indemnified TTCG Party fully advised as to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect conduct of such claimsdefense or settlement, and no compromise or that does not result only in the payment of money damages which are paid (settlement shall be agreed or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then made without the Indemnified TTCG Party's written consent. In any case, the Indemnified TTCG Party shall have the right to undertake employ its own counsel and such counsel may participate in such action, but the defense, compromise or settlement reasonable fees and expenses of such liability counsel shall be at the expense of the Indemnified TTCG Party, when and as incurred unless (A) the employment of counsel by the Indemnified TTCG Party has been authorized in writing by NEWCO, (B) the Indemnified TTCG Party shall have reasonably concluded that there may be a conflict of interest between NEWCO and the Indemnified TTCG Party in the conduct of the defense of such action, or claim (C) NEWCO shall not in fact have employed independent counsel reasonably satisfactory to the Indemnified TTCG Party to assume the defense of such action and shall have been so notified by the Indemnified TTCG Party. If clause (B) or (C) of the preceding sentence shall be applicable, then counsel for the Indemnified TTCG Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the Indemnified TTCG Party and for the account reasonable fees and disbursements of Contributor such counsel shall constitute Damages hereunder. The Indemnified TTCG Party and NEWCO, as the case may be, shall be kept fully informed of such claim, action, suit or proceeding at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)all stages thereof, whether or not such party is represented by its own counsel.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III, the Indemnified Party An Indemnitee shall give notice thereof to Contributorthe Representatives (on behalf of the Stockholders and Option Holders) or Purchaser, including liabilities or claims as the case may be, promptly after the Indemnitee has actual knowledge of any claim as to which indemnity may be applied against sought, PROVIDED that the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure of the Indemnitee to give notice to Contributor will as provided herein shall not relieve Contributor from any liability that it the Stockholders, the Option Holders or Purchaser, as the case may have to any Indemnified Partybe, unlessof their respective indemnification obligations under this Agreement, except and only to the extent thatthe Stockholders', such failure (a) shall have caused prejudice the Option Holders' or Purchaser's ability to defend against, mitigate or diminish the defense amount of such claim is materially prejudiced by such failure. The Representatives (on behalf of the Stockholders and Option Holders) or (b) Purchaser, as the case may be, shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, right to assume the defense of any such third party claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Partyfor which indemnification is sought or any litigation resulting therefrom, and to settle or otherwise dispose of the same; provided, however, PROVIDED that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party Indemnitee shall have the right to undertake employ separate counsel (including local counsel) to participate in the defensedefense of any such third party claim or litigation to which such Indemnitee is a party, compromise or settlement but the fees and expenses of such liability counsel shall be at the expense of the Indemnitee unless (i) the employment of such counsel shall have been authorized in writing by the Representatives or claim Purchaser, as the case may be, in connection with the defense of such action, (ii) the Representatives or Purchaser, as the case may be, shall not have employed counsel satisfactory to the Indemnitee to take charge of the defense of such action within a reasonable time after notice of the institution of such action, (iii) the Indemnitee shall have reasonably concluded that there may be material defenses available to it that are different from or additional to those available to the Representatives (on behalf of the Stockholders and for the account Option Holders) or Purchaser, as the case may be, or (iv) the use of Contributor counsel chosen by the Representatives or Purchaser, as the case may be, to represent the Indemnitee would present such counsel with a conflict of interest (in which case the Representatives or Purchaser, as the case may be, shall not have the right to direct the defense of such action on behalf of the Indemnitee), in any of which events the reasonable fees and at Contributor’s sole cost expenses of such counsel shall be borne by the Stockholders and expense (the Option Holders or Purchaser, as the case may be, as Losses and Liabilities subject to indemnification hereunder. The Indemnitee agrees to cooperate with the limitations Representatives or Purchaser, as the case may be, and their counsel at the Stockholders' and the Option Holders' or Purchaser's, as the case may be, expense and shall furnish such information regarding itself or the claim in Section 3.4 hereof)question as the Representatives or Purchaser, as the case may be, may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III3, the Indemnified Party shall give notice thereof to Contributorthe Transferor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor the Transferor will not relieve Contributor it from any liability that which it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense unless it did not learn of such claim or (b) shall have materially increased and such failure results in the costs or potential liability forfeiture by the Transferor of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claimsubstantial rights and defenses. Such notice shall describe in reasonable detail the facts known to such The Indemnified Party giving rise to such claimmay at its option demand indemnity under this Article 3 as soon as a claim has been threatened by a third party, and regardless of whether an actual Loss has been suffered, so long as the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after in good faith determine that such Indemnified Party’s receipt thereof, copies of all notices claim is not frivolous and documents received by such that the Indemnified Party relating may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice of such determination to such claimTransferor. The Indemnified Party shall permit Contributorthe Transferor, at Contributorthe Transferor’s option and expense, to assume the defense of any such claim by counsel selected by Contributor the Transferor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; providedPROVIDED, howeverHOWEVER, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided furtherPROVIDED FURTHER, howeverHOWEVER, that Contributor Transferor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributorthe Transferor. If Contributor the Transferor shall not have undertaken fail to undertake such defense within 20 thirty (30) days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent or as required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and Transferor at Contributorthe Transferor’s sole cost and expense (subject expense; PROVIDED, HOWEVER, that the Transferor will not be obligated to indemnify the limitations in Section 3.4 hereof)Indemnified Parties for any compromise or settlement entered into without the Transferor’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to (a) A party claiming indemnification under this Article III13 (the "ASSERTING PARTY") must promptly notify (in writing and in reasonable detail) the party from which indemnification is sought (the "DEFENDING PARTY") of the nature and basis of such claim for indemnification not later than the end of the applicable survival period set forth in Section 13.6. If such claim relates to a claim, suit, litigation or other action by a third party against the Asserting Party or any Liability to a third party (a "THIRD PARTY CLAIM"), the Indemnified Defending Party shall give notice thereof may elect to Contributorassume such Liability and control the defense of the Third Party Claim at its own expense with counsel selected by the Defending Party. Assumption of such Liability, including liabilities or claims to be applied as against the indemnification deductible established Asserting Party, shall not be deemed an admission of liability as against any such third party. If the Defending Party assumes liability for the Third Party Claim as against the Asserting Party and assumes the defense and control of the Third Party Claim pursuant to this Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it 13.3, the Asserting Party may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to participate in the defense of such claim or (b) shall have materially increased Third Party Claim through counsel of its choosing, but the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Defending Party shall deliver to Contributornot be liable for any fees and expenses of counsel for the Asserting Party incurred thereafter in connection with the Third Party Claim, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified no Defending Party may at all times participate in such defense at its sole expense; and provided furthershall, however, that Contributor shall not, in defense of any such claim, except with without the prior written consent of the Indemnified Party in its sole and absolute discretionAsserting Party, consent to the entry of any judgment against the Defending Party or enter into any settlement that or compromise which (i) does not include include, as an unconditional term thereof thereof, the giving by the claimant or plaintiff to the Asserting Party of a release, in question form and substance reasonably satisfactory to the Asserting Party from all Indemnified Parties a full and complete release of all liabilities liability in respect of such claimsclaim or litigation, or provided that does not result only in the payment of money damages which are paid (or this requirement shall be deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances waived to the extent required by applicable lawthat the Asserting Party does not undertake to provide and promptly execute and, then concurrently with the Indemnified delivery of any such release, deliver a corresponding release of the third party claimant with respect to such Third Party shall have Claim, or (ii) includes terms and conditions that adversely affect the right to undertake Asserting Party; provided further, however, that in the defensecase of clause (ii), compromise or settlement of the Asserting Party may not unreasonably withhold such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)consent.

Notice and Defense of Claims. As soon A party seeking indemnification pursuant to Section 5.1 above (an “Indemnified Party”) shall give prompt written notice (a “Claim Notice”) to the party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably practicable after receipt by request, but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). If the Indemnified Party of notice of defends any liability such action, suit or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article IIIproceeding involving a third party, the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Indemnifying Party shall have the right (but not the duty) to undertake participate in the defensedefense thereof, and to employ counsel, at its own expense, separate from counsel employed by the Indemnified Party in any such action. The Indemnifying Party shall be liable for the reasonable fees and expenses of one firm of attorneys, together with appropriate local counsel, employed by the Indemnified Party. Whether or not the Indemnified Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. The Indemnifying Party shall not be liable under Section 5.1 for any settlement effected without its consent, which shall not be unreasonably withheld or delayed, of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. If the Indemnifying Party assumes the defense of a claim, no compromise or settlement of such liability or claim on behalf of and for claims may be effected by the account of Contributor and at Contributor’s sole cost and expense (subject to Indemnifying Party without the limitations in Section 3.4 hereof).Indemnified Party's written consent unless:

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III3, the Indemnified Party shall give notice thereof to the Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to the Contributor will not relieve the Contributor from any liability that which it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of the Contributor by reason of the inability or failure of the Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to the Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit the Contributor, at Contributor’s its own option and expense, to assume the defense of any such claim by counsel selected by the Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that the Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by the Contributor. If the Contributor shall has not have undertaken such defense within 20 30 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of the Contributor and at the Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof3.4); provided, however, that the Contributor will be not obligated to indemnify the Indemnified Parties for any compromise or settlement entered into without the Contributor’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of If any liability claim is made or claim incurred by suit is brought against a party or asserted against the Indemnified Party that is subject entity entitled to indemnification under this Article IIIClause 19 (the “Indemnitee”) for damages for which liability has been assumed by the other party under this Clause 19 (the “Indemnitor”), the Indemnified Party shall Indemnitee will promptly [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or suit to the Indemnitor, [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (bI) shall have materially increased IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] Upon receipt of such notice, the costs Indemnitor (unless otherwise requested by the Indemnitee) will assume and conduct the defense, or potential liability settlement, of Contributor by reason such claim or suit. [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] Notice of the inability claim or failure of Contributor (due suit will be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and will be followed by such lack of prompt notice) to be involved in any investigations cooperation by the Indemnitee as the Indemnitor or negotiations regarding any such claim. Such notice shall describe in reasonable detail its counsel may reasonably request, at the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate expense of the amount of Losses arising therefromIndemnitor. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, If the Indemnitor fails or refuses to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory or suit notified to it under this Clause 19, the Indemnified PartyIndemnitee will, and [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] have the right, [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except proceed with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability the claim or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense suit as it deems prudent; [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (subject to the limitations in Section 3.4 hereof).I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED]

Notice and Defense of Claims. As soon A party seeking indemnification pursuant to Section 5.1 above (an “Indemnified Party”) shall give prompt notice to the party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably practicable after receipt by request, but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). If the Indemnified Party of notice of defends any liability such action, suit or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article IIIproceeding involving a third party, the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Indemnifying Party shall have the right (but not the duty) to undertake participate in the defensedefense thereof, compromise or settlement of and to employ counsel, at its own expense, separate from counsel employed by the Indemnified Party in any such liability or claim on behalf of and action. The Indemnifying Party shall be liable for the account reasonable fees and expenses of Contributor one firm of attorneys, together with appropriate local counsel, employed by the Indemnified Party. Whether or not the Indemnified Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and at Contributor’s sole cost shall furnish such records, information and expense testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. The Indemnifying Party shall not be liable under Section 5.1 for any settlement effected without its consent, which shall not be unreasonably withheld or delayed, of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. Sale Agreement (subject to the limitations in Section 3.4 hereof).PVNGS Unit 2) with CGI Capital, Inc. 15

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the (a) In order for a Company Indemnified Party of notice of to be entitled to seek any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification provided for under this Article IIIAgreement, the such Company Indemnified Party shall give notice thereof (which shall describe in reasonable detail the basis of the claim for indemnification) to Contributorthe Investor as promptly as practicable and in any event within 20 days after receiving knowledge of the occurrence of the event giving rise to such Company Indemnified Party’s claim for indemnification; provided, including liabilities or claims to be applied against that the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure of such Company Indemnified Party to give notice to Contributor will as provided in this Section 7.4 shall not relieve Contributor from any liability that it may have to any Indemnified Partythe Investor of its obligations under Section 7.2, unless, and only except to the extent that, that the Investor shall have been actually and materially prejudiced as a result of such failure and the indemnification obligations are materially increased as a result of such failure. In the event of any Legal Proceeding asserted by any Person who is not a party (aor a successor to a party) to this Agreement (a “Third Party Claim”) which is or gives rise to an indemnification claim hereunder, the Investor may elect within 15 Business Days following notice of a Third Party Claim to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Investor, who shall have caused prejudice to conduct the defense of such claim or (b) any litigation resulting therefrom, shall have materially increased be approved by the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Company Indemnified Party giving rise to such claim(whose approval shall not unreasonably be withheld), and the amount Company Indemnified Party may participate in such defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Investor; it being understood, however, that the Investor shall control such defense. Should the Investor elect to assume the defense of a Third Party Claim, the Investor shall not be liable to the Company Indemnified Party for legal expenses subsequently incurred by the Company Indemnified Party in connection with the defense thereof. Subject to the Cap, the Investor shall be liable for the fees and expenses of counsel employed by the Company Indemnified Party for any period during which the Investor has not assumed the defense thereof. If the Investor chooses to defend any Third Party Claim, all the parties hereto shall cooperate in the defense or good faith estimate prosecution of such Third Party Claim. Such cooperation shall include the amount retaining of Losses arising therefromand (upon the Investor’s request) the providing to the Investor of records and information which are reasonably relevant to such Third Party Claim, and making employees and other representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Unless prohibited by law, such Regardless of whether or not the Investor shall have assumed the defense of a Third Party Claim (i) the Company Indemnified Party shall deliver to Contributorthe Investor, promptly within five Business Days after such the Company Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such the Company Indemnified Party relating to such claim. The the Third Party Claim and (ii) neither the Investor nor the Company Indemnified Party shall permit Contributoradmit any liability with respect to, at Contributor’s option and expenseor settle, to assume the defense of compromise or discharge, any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Third Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with Claim without the prior written consent of the Indemnified Party in its sole and absolute discretionother party, which shall not be unreasonably withheld. The Investor shall not enter into any settlement of, or consent to the entry judgment in connection with, any Third Party Claim unless such settlement (x) includes an unconditional release of such Company Indemnified Party, in form and substance reasonably satisfactory to such Company Indemnified Party, from all liability on claims that are the subject matter of such settlement (and does not impose any judgment non monetary obligations or enter into restrictions on any settlement that Company Indemnified Party), and (y) does not include any statement as an unconditional term thereof the giving to or any admission of fault, culpability or a failure to act by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for any Company Indemnified Party. Notwithstanding the account of Contributor and at Contributor’s sole cost and expense (subject foregoing, the Investor shall continue to the limitations be entitled to assert any limitation on any claims contained in Section 3.4 hereof)this Article 7.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Each Acquirer Indemnified Party of notice of any liability or claim incurred by or asserted against the and PPRX Indemnified Party that is subject to indemnification under this Article III, (the "Indemnified Party Party") shall give notice thereof to Contributorthe party or parties required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, including liabilities and, in the event of any claim or claims demand asserted by a third party; but the failure of any Indemnified Party to be applied against timely give notice as provided herein shall not relieve the indemnification deductible established pursuant to Section 3.4 hereof; provided that Indemnifying Party of its obligations under this Agreement unless such failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only to materially adversely affected the extent that, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason ability of the inability or failure of Contributor (due Indemnifying Party to such lack of prompt notice) to be involved in any investigations or negotiations regarding any defend such claim. Such notice shall describe in reasonable detail Upon receipt of any such notice, the facts known Indemnifying Party may elect to such defend the Indemnified Party giving rise to against such claim, and the amount suit, action or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributorproceeding, at Contributor’s option and its own expense, to assume the defense through counsel of any such claim by counsel selected by Contributor and its own choice that is reasonably satisfactory acceptable to the Indemnified Party, and to settle from and after such election and for so long as the Indemnifying Party is diligently prosecuting such defense, the Indemnifying Party shall not be responsible for any legal fees or otherwise dispose expenses of the Indemnified Party. Failing such election or reasonably diligent prosecution, the Indemnified Party shall have the right to (but shall not be obligated to) pay, compromise or defend the same; provided. In any claim, howeversuit, that action or proceeding defended by the Indemnifying Party, the Indemnified Party may at all times participate in such defense participate, at its sole expense; and provided further, however, that Contributor shall not, in the defense of the same. The Indemnifying Party in the defense of any such claim, suit, action or proceeding shall not, except with the prior written consent of the Indemnified Party in its sole and absolute discretionParty, consent to the entry of any judgment or enter entry into any settlement that which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to the Indemnified Party of a release from all Indemnified Parties a full and complete release of all liabilities liability in respect to such claim, suit, action or proceeding or (ii) requires the performance of such claims, or that does not result only in any act (other than the payment of money damages moneys for which are paid (such Indemnified Party is held harmless hereunder) or deemed paid) in full the agreement not to perform any act by Contributorthe Indemnified Party. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the The Indemnified Party shall have not settle or compromise any such claim without the right to undertake prior written consent of the defenseIndemnifying Party, compromise which consent shall not be unreasonably withheld. The Indemnified Party shall furnish such information regarding itself or settlement the claim in question as the Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such liability claim, suit, action or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)proceeding resulting therefrom.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by The party seeking indemnification (the “Indemnified Party of notice Party”) will promptly notify the other party (the “Indemnifying Party”), in writing, of any liability or claim incurred by or asserted against the Indemnified Party that for which it believes it is subject entitled to indemnification under this Article IIIthe preceding paragraph. The Indemnifying Party may, but shall not be required to, assume control of the defense and settlement of such claim provided that (i) such defense and settlement shall be at the sole cost and expense of Indemnifying Party; (ii) Indemnifying Party shall be permitted to control the defense of the claim only if Indemnifying Party is financially capable of such defense and engages the services of a qualified attorney, each in the reasonable judgment of the Indemnified Party; (iii) Indemnifying Party shall not thereafter withdraw from control of such defense and settlement without giving reasonable advance notice to Indemnified Party; (iv) Indemnified Party shall give notice thereof be entitled to Contributorparticipate in, including liabilities or claims but not control, such defense and settlement at its own cost and expense; (v) before entering into any settlement of the claim, Indemnifying Party shall be required to be applied against obtain the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any prior written approval of Indemnified Party, unlesswhich shall not be unreasonably withheld, and only if pursuant to the extent that, such failure (a) shall have caused prejudice to the defense or as a result of such claim settlement, injunctive or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to other equitable relief would be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such imposed against Indemnified Party’s receipt thereof, copies of all notices ; and documents received by such Indemnified (vi) Indemnifying Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense will not enter into any settlement of any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with without the prior written consent of the Indemnified Party in its sole and absolute discretion, consent unless Indemnifying Party agrees to be liable for any amounts to be paid to the entry of any judgment or enter into any third party pursuant to such settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question and is financially able to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)do so.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the (a) In order for a GECC Indemnified Party of notice of any liability or claim incurred by or asserted against the Parent Indemnified Party that is subject (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) to be entitled to seek any indemnification provided for under this Article IIIAgreement, the such Indemnified Party shall give notice thereof (which shall describe in reasonable detail the basis of the claim for indemnification) to Contributor, including liabilities or claims to be applied against the indemnification deductible established indemnifying party pursuant to Section 3.4 hereof7.2 (the “Indemnifying Party”) as promptly as practicable and in any event within twenty (20) days after receiving knowledge of the occurrence of the event giving rise to such Indemnified Party’s claim for indemnification; provided provided, that the failure of such Indemnified Party to give notice to Contributor will as provided in this Section 7.3 shall not relieve Contributor from any liability that it may have to any Indemnified Partythe Indemnifying Party of its obligations under Section 7.2, unless, and only except to the extent that, that the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure and the indemnification obligations are materially increased as a result of such failure. In the event of any Legal Proceeding asserted by any Person who is not a party (aor a successor to a party) to this Agreement (a “Third Party Claim”) which is or gives rise to an indemnification claim hereunder, the Indemnifying Party may elect within ten (10) Business Days following notice of a Third Party Claim to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall have caused prejudice to conduct and control the defense of such claim or (b) any litigation resulting therefrom, shall have materially increased be approved by the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim(whose approval shall not unreasonably be withheld, conditioned or delayed), and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver be consulted regarding, and may participate in, such defense thereof and to Contributoremploy counsel separate from the counsel employed by the Indemnifying Party; provided, the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim if (i) such Third Party Claim relates to or arises in connection with any criminal proceeding, indictment, allegation or investigation, (ii) such Third Party Claims seeks an injunction or equitable relief against any Indemnified Party or (iii the damages claimed in such Third Party Claim are greater than the Losses for which the Indemnifying Party is liable under this Article 7; provided, further, that if the Indemnifying Party fails to defend or if, after commencing or undertaking any such defense, the Indemnifying Party fails to prosecute or withdraws from such defense, the Indemnified Party shall have the right to undertake the defense or settlement thereof, and the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim. Should the Indemnifying Party elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party chooses to defend any Third Party Claim, the other Parties shall cooperate in the defense or prosecution of such Third Party Claim. Such cooperation shall include the retaining of and (upon the Indemnifying Party’s request) the providing to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees and other representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Regardless of whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim (i) the Indemnified Party shall Deliver to the Indemnifying Party, within five (5) Business Days after such the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such the Indemnified Party relating to such claim. The the Third Party Claim and (ii) neither the Indemnifying Party nor the Indemnified Party shall permit Contributoradmit any Liability with respect to, at Contributor’s option and expenseor settle, to assume the defense of compromise or discharge, any such claim by counsel selected by Contributor and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; provided, however, that the Indemnified Third Party may at all times participate in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except with Claim without the prior written consent Consent of the Indemnified other party, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party in its sole and absolute discretionshall not enter into any settlement of, consent or Consent to the entry of any judgment in connection with, any Third Party Claim without the prior written Consent of the Indemnified Party (which Consent shall not be unreasonably withheld, conditioned or enter into delayed) unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all Liability on claims that are the subject matter of such settlement (and does not impose any settlement that non-monetary obligations or restrictions on any Indemnified Party), and (y) does not include any statement as an unconditional term thereof the giving to or any admission of fault, culpability or a failure to act by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)any Indemnified Party.

Notice and Defense of Claims. As soon Any party seeking ---------------------------- indemnification pursuant to Section 10.2(a) or Section 10.2(b) above (an "Indemnified Party") shall give prompt notice to Seller and Shareholder if pursuant to Section 10.2(a) or to Buyer if pursuant to Section 10.2(b) (each, as is applicable, the "Indemnifying Party") of the assertion of any claim, or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably practicable after receipt by request, but no failure to give such notice shall relieve the Indemnified Indemnifying Party of notice of any liability or claim incurred by or asserted against hereunder except to the Indemnified Party that is subject to indemnification under this Article III, the Indemnified Party shall give notice thereof to Contributor, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, extent (and only to the extent that, extent) the Indemnifying Party has been prejudiced by the failure to give such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Indemnifying Party shall permit Contributormay, at Contributor’s option and its expense, to participate in or assume the defense of any such claim by action, suit or proceeding involving a third party; provided, however, that such defense is conducted with counsel selected by Contributor mutually and reasonably satisfactory to the Indemnified Party and the Indemnifying Party, and to settle or otherwise dispose of the same; provided, however, that the . The Indemnified Party may at all times participate in and the Indemnifying Party shall consult with each other regarding the conduct of such defense at its sole expense; and provided furthershall submit any proposed settlement under this Section 10.2 for the other party's approval, however, that Contributor shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor approval shall not have undertaken such defense within 20 days after such notice, be unreasonably withheld or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the delayed. The Indemnified Party shall have the right (but not the duty) to undertake participate in the defensedefense thereof, compromise or settlement and to employ counsel, at its own expense (except that the Indemnifying Party shall pay the fees and expenses of such liability or claim on behalf counsel to the extent the Indemnified Party reasonably concludes that there is a conflict of interest between the Indemnified Party and the Indemnifying Party), separate from counsel employed by the Indemnifying Party in any such action. The Indemnifying Party shall be liable for the account fees and expenses of Contributor counsel employed by the Indemnified Party if the Indemnifying Party has not assumed the defense thereof. Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and at Contributor’s sole cost shall furnish such records, information and expense (subject to the limitations testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in Section 3.4 hereof)connection therewith.

Notice and Defense of Claims. As soon as reasonably practicable Promptly after receipt by the Indemnified Party of notice of any claim, liability or claim incurred by or asserted against the Indemnified expense for which a Party that is subject to seeks indemnification under this Article IIIhereunder, the Indemnified such Party shall give written notice thereof to Contributorthe indemnifying Party (or, including liabilities or claims in the case of a claim under Section 4(a), to the Stockholders' Representatives), but such notification shall not be applied against the a condition to indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Party, unless, and only hereunder except to the extent that, such failure (a) shall have caused of actual prejudice to the indemnifying Party. The notice shall state the information then available regarding the amount and nature of such claim, liability or expense and shall specify the provision or provisions of the Merger Agreement under which the liability or obligation is asserted. If, within thirty (30) days after receiving such notice, the indemnifying Party or the Stockholders' Representatives give written notice to the indemnified Party stating that they intend to defend against such claim, liability or expense at its own cost and expense, then defense of such claim or matter, including selection of counsel (b) shall have materially increased subject to the costs or potential liability of Contributor by reason consent of the inability or failure of Contributor (due to such lack of prompt notice) to indemnified Party which consent shall not be involved in any investigations or negotiations regarding any such claim. Such notice unreasonably withheld), shall describe in reasonable detail be by the facts known to such Indemnified indemnifying Party giving rise to and the indemnified Party shall make no payment on such claim, and liability or expense as long as the amount or indemnifying Party is conducting a good faith estimate of the amount of Losses arising therefromand diligent defense. Unless prohibited by law, such Indemnified The indemnifying Party shall deliver not be liable to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to assume the defense indemnify any person for any settlement of any such claim by counsel selected by Contributor and reasonably satisfactory to action effected without the Indemnified Party, and to settle or otherwise dispose written consent of the same; providedindemnifying party, howeverwhich consent shall not be unreasonably withheld. Notwithstanding the foregoing, that the Indemnified indemnified Party may shall at all times have the right to fully participate in such defense at its sole expenseown expense directly or through counsel; and provided furtherprovided, however, that Contributor if the named parties to the action or proceeding include both the indemnifying Party and the indemnified Party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified Party shall notbe paid by the indemnifying Party. If no such notice of intent to dispute and defend is given by the indemnifying Party or the Stockholders' Representatives, in or if such diligent good faith defense is not being or ceases to be conducted, the indemnified Party shall, at the expense of the indemnifying Party, undertake the defense of any such claim, except liability or expense with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving counsel selected by the claimant or plaintiff in question to all Indemnified Parties a full indemnified Party, and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of settle the same exercising reasonable business judgment. The indemnified Party shall make available all information and assistance that the indemnifying Party or the Stockholders' Representatives may reasonably request and shall cooperate with the indemnifying Party in such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in Section 3.4 hereof)defense.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or Whenever a claim incurred by or asserted against the Indemnified Party that is subject to shall arise for indemnification under this Article IIISection 5, the Indemnified Party indemnified party shall give notice thereof to Contributorpromptly notify the indemnifying party of such claim and, including liabilities when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification resulting from or claims to be applied against in connection with a claim or legal proceeding by a third party, the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Partyindemnifying party may, unlessat its sole expense, and only to assume the extent that, such failure (a) shall have caused prejudice to defense thereof. If an indemnifying party assumes the defense of any such claim or (b) legal proceeding, the indemnifying party shall have materially increased be entitled to select counsel reasonably acceptable to the costs or potential liability of Contributor by reason indemnified party and take all steps necessary in the defense thereof; provided, however, that no settlement shall be made without the prior written consent of the inability or failure of Contributor indemnified party, which shall not be unreasonably withheld (due it being understood that the indemnified party may not withhold consent to any settlement involving only a monetary payment where the indemnifying party is ready, willing and able to pay such lack of prompt notice) to be involved amount); and, provided further, that the indemnified party may, at its own expense, participate in any investigations or negotiations regarding any such claimproceeding with the counsel of its choice. Such notice shall describe in reasonable detail If the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributor, at Contributor’s option and expense, to indemnifying party does not assume the defense of any such claim by counsel selected by Contributor and reasonably satisfactory or litigation in accordance with the terms hereof, the indemnified party may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation (after giving notice of the same to the Indemnified Partyindemnifying party) on such terms as the indemnified party may reasonably deem appropriate, and to settle or otherwise dispose of the same; provided, however, that indemnifying party will promptly indemnify the Indemnified Party may at all times participate indemnified party in such defense at its sole expense; and provided further, however, that Contributor shall not, in defense of any such claim, except accordance with the prior written consent provisions of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributor. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject to the limitations in this Section 3.4 hereof)5.

Notice and Defense of Claims. As Subject to Section 4.4 of the Agreement, as soon as reasonably practicable after receipt by the Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject to indemnification under this Article III3, the Indemnified Party shall give notice thereof to Contributorthe Contributors, including liabilities or claims to be applied against the indemnification deductible established pursuant to Section 3.4 3.6 hereof; provided that failure to give notice to Contributor the Contributors will not relieve Contributor it from any liability that which it may have to any Indemnified Party, unless, and only to the extent that, such failure (a) shall have caused prejudice to the defense unless it did not learn of such claim or (b) shall have materially increased and such failure results in the costs or potential liability forfeiture by the Contributors of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claimsubstantial rights and defenses. Such notice shall describe in reasonable detail the facts known to such The Indemnified Party giving rise to such claimmay at its option demand indemnity under this Article 3 as soon as a claim has been threatened by a third party, and regardless of whether an actual Loss has been suffered, so long as the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by law, such Indemnified Party shall deliver to Contributor, promptly after in good faith determine that such Indemnified Party’s receipt thereof, copies of all notices claim is not frivolous and documents received by such that the Indemnified Party relating may be liable for, or otherwise incur, a Loss as a result thereof and shall give notice of such determination to such claimthe Contributors. The Indemnified Party shall permit Contributorthe Contributors, at Contributor’s the Contributors’ option and expense, to assume the defense of any such claim by counsel selected by Contributor the Contributors and reasonably satisfactory to the Indemnified Party, and to settle or otherwise dispose of the same; providedPROVIDED, howeverHOWEVER, that the Indemnified Party may at all times participate in such defense at its sole expense; and provided furtherPROVIDED FURTHER, howeverHOWEVER, that Contributor Contributors shall not, in defense of any such claim, except with the prior written consent of the Indemnified Party in its sole and absolute discretion, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to all Indemnified Parties a full and complete release of all liabilities in respect of such claims, or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributorthe Contributors. If Contributor the Contributors shall not have undertaken fail to undertake such defense within 20 thirty (30) days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent or as required by applicable law, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of Contributor and Contributors at Contributor’s the Contributors’ sole cost and expense (subject expense; PROVIDED, HOWEVER, that the Contributors will not be obligated to indemnify the limitations in Section 3.4 hereof)Indemnified Parties for any compromise or settlement entered into without the Contributors’ prior written consent, which consent shall not be unreasonably withheld or delayed.

Notice and Defense of Claims. As soon as reasonably practicable after receipt by the Each Purchaser Indemnified Party of notice of any liability or claim incurred by or asserted against the Indemnified Party that is subject and each Seller entitled to indemnification under this Article IIIV (each, the an "Indemnified Party Party") shall give notice thereof to Contributoreach party required to provide indemnification (each, including liabilities an "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought (which notice shall state the basis of the claim, the section or claims sections of this Agreement alleged to be applied against the indemnification deductible established pursuant to Section 3.4 hereof; provided that failure to give notice to Contributor will not relieve Contributor from any liability that it may have to any Indemnified Partybeen breached, unlessand, and only to the extent thatfeasible, such failure (a) shall have caused prejudice to the defense of such claim or (b) shall have materially increased the costs or potential liability of Contributor by reason of the inability or failure of Contributor (due to such lack of prompt notice) to be involved in any investigations or negotiations regarding any such claim. Such notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such claim, and the amount or good faith an estimate of the amount of Losses arising therefrom. Unless prohibited by lawthe claim), such Indemnified Party shall deliver to Contributor, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents received by such Indemnified Party relating to such claim. The Indemnified Party shall permit Contributorthe Indemnifying Party, at Contributor’s option and the Indemnifying Party's expense, to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by counsel selected by Contributor and reasonably satisfactory to the Indemnified PartyParty (whose approval shall not unreasonably be withheld), and to settle or otherwise dispose of the same; provided, however, that the Indemnified Party may at all times participate in such defense at its sole such party's expense; and provided furtherPROVIDED, howeverFURTHER, that Contributor the failure of any Indemnified Party to give notice as provided herein shall notnot relieve the Indemnifying Party of its obligations under this Article V unless and only to the extent such failure to give notice materially prejudices the Indemnifying Party's ability to defend such claim. The Indemnifying Party, in the defense of any such claimclaim or litigation, shall not, except with the prior written consent of the Indemnified Party in its sole and absolute discretionParty, consent to the entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to the Indemnified Party of a release from all Indemnified Parties a full and complete release of all liabilities liability in respect of such claims, claim or that does not result only in the payment of money damages which are paid (or deemed paid) in full by Contributorlitigation. If Contributor shall not have undertaken such defense within 20 days after such notice, or within such shorter time as may be reasonable under the circumstances to the extent required by applicable law, then the The Indemnified Party shall have furnish such additional information regarding itself or the right to undertake claim in question as the defense, compromise or settlement Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such liability or claim on behalf of and for the account of Contributor and at Contributor’s sole cost and expense (subject litigation resulting therefrom. This section shall not apply to the limitations in tax proceedings, which are covered by Section 3.4 10.2(d) hereof).