Common use of Notice and Opportunity to Defend Clause in Contracts

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.

Notice and Opportunity to Defend. Promptly after If there occurs an event which any Party asserts is an indemnifiable event, the receipt by Buyer or Party seeking indemnification shall notify the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become Party obligated to provide indemnification hereunder (the “"Indemnifying Party”)") promptly. If such event involves (i) any claim or (ii) the commencement of any action or proceeding by a third person, the Party seeking indemnification will give such Indemnifying Party written notice of such claim or the commencement of such action or proceeding. Such notice shall specify in reasonable detail the basis and amount, if ascertainable, be a condition precedent to any liability of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstancehereunder. The Such Indemnifying Party shall have the righta period of thirty (30) days within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30) days period, at its option, such Indemnifying Party shall be obligated to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving counsel chosen by the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without provide reasonably satisfactory to the written consent of Party seeking indemnity, such matter and the Indemnifying PartyParty shall provide the Party seeking indemnification with such assurances as may be reasonably required by the latter to assure that the Indemnifying Party will assume, and be responsible for, the entire liability issue. If any such Indemnifying Party undertakes does not respond within such thirty (30) day period and rejects responsibility for such matter in whole or in part, the Party seeking indemnification shall be free to compromise or defend pursue, without prejudice to any asserted liability, it shall promptly notify the Indemnified Party of its intention rights hereunder, such remedies as may be available to do so, and the Indemnified such Party under applicable law. The Party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred In any event, the Party seeking indemnification shall have the right to participate at its own expense in connection with the defense of such cooperation asserted liability. Any compromise of such asserted liability by the Indemnifying Party shall be borne require the prior written consent of the Party seeking indemnification. If, however, the Party seeking indemnification refuses its consent to a bona fide offer of settlement which the Indemnifying Party wishes to accept, the Party seeking indemnification may continue to pursue such matter, free of any participation by the Indemnifying Party, provided at the sole expense of the Party seeking indemnification. In such event, the obligation of the Indemnifying Party to the Party seeking indemnification shall be equal to the lesser of (i) the amount of the offer of settlement which the Party seeking indemnification refused to accept plus the costs and expenses have been previously approved by of such Party prior to the date the Indemnifying Party notifies the Party seeking indemnification of the offer of settlement and (ii) the actual out-of-pocket amount the Party seeking indemnification is obligated to pay as a result of such Party's continuing to pursue such an offer. In any event, the Indemnified An Indemnifying Party shall have be entitled to recover from the right at its own expense Party seeking indemnification any additional expenses incurred by such Indemnifying Party as a result of the decision of the Party seeking indemnification to participate in the defense of an asserted liabilitypursue such matter.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of If any Person entitled to indemnification pursuant to this Article XII (an “Indemnified Person”) receives notice of any claim or the commencement of any suit, action, proceeding, claim proceeding or potential claim investigation with respect to which any other Person (any of which or Persons) is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the an “Indemnifying PartyPerson”) pursuant to this Article XII, the Indemnified Person shall promptly give the Indemnifying Person written notice thereof (an “Indemnification Notice”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by but the failure to give an Indemnification Notice to the Indemnifying Person shall not relieve the Indemnifying Person of any Liability that it may have to an Indemnified Person, except to the extent that the Indemnifying Person shall have been materially prejudiced in its ability to defend the suit, action, claim, proceeding or investigation for which such indemnification is sought by reason of such failure. Upon receipt of an Indemnification Notice, the Indemnifying Person shall be entitled at its option (so long as the Indemnifying Person shall have made adequate provision to satisfy any indemnification obligation hereunder) and at its cost and expense to assume the defense of such suit, action, claim, proceeding or investigation with respect to which it is called upon to indemnify an Indemnified Person pursuant to this Article XII; provided, however, that notice of the CircumstanceIndemnifying Person’s intention to assume such defense shall be delivered by the Indemnifying Person to the Indemnified Person within 15 business days after the Indemnified Person gives the Indemnifying Person an Indemnification Notice. In the event that the Indemnifying Person elects to assume the defense of such suit, action, claim, proceeding or investigation, as the case may be, the Indemnifying Person shall promptly retain counsel reasonably satisfactory to the Indemnified Person. The Indemnifying Party Indemnified Person shall have the rightright to employ its own counsel in any such suit, at its optionaction, to compromise or defend the claim, proceeding or investigation, but the fees and expenses of such counsel shall be at its own the expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any Person unless: (i) the employment of such compromise or control counsel shall be subject have been authorized by the Indemnifying Person; (ii) the Indemnifying Person shall not have promptly retained counsel reasonably satisfactory to obtaining the prior written consent Indemnified Person to take charge of the defense of such suit, action, claim, proceeding or investigation; (iii) the Indemnified Party Person shall have reasonably concluded that there may be one or more legal defenses available to it which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of are different from or additional to those available to the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liabilityPerson, it shall promptly notify the Indemnified Party of its intention to do soin which event, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs fees and expenses incurred in connection with such cooperation (including any fees paid to witnesses) shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by Person; or (iv) the Indemnifying PartyParty shall not have made adequate provision to satisfy any indemnification obligation hereunder. In any eventthe event of (i), (ii), (iii) or (iv) above, the Indemnified Party Indemnifying Person shall not have the right at to direct the defense of any suit, action, claim, proceeding or investigation on behalf of the Indemnified Person. Notwithstanding the foregoing, if any Indemnified Person determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its own expense Subsidiaries or Affiliates other than as a result of monetary damages, such Indemnified Person may, by written notice to participate the Indemnifying Person, assume the exclusive right to defend, compromise or settle such action; provided, however, that no such compromise or settlement shall be binding on the Indemnifying Person unless the Indemnified Person shall have acted in good faith and reasonably in compromising or settling any such suit, action, claim, proceeding, or investigation. If the Indemnifying Person fails to give written notice to the Indemnified Person of its election to assume the defense of any suit, action, claim, proceeding or investigation for which it is called upon to indemnify an Indemnified Person pursuant to this Article XII within 15 days after the Indemnified Person gives the Indemnification Notice to the Indemnifying Person or if the Indemnified Person otherwise assumes the defense of an asserted liabilityaction as permitted pursuant to the preceding paragraph, the Indemnifying Person shall be bound by any determination made in such suit, action, claim, proceeding or investigation or compromise or settlement thereof effected by the Indemnified Person provided that the Indemnified Person shall have acted in good faith and reasonably in compromising or settling any such suit, action, claim, proceeding or investigation. Anything in this Section 12.3 to the contrary notwithstanding, the provisions of this Section 12.3 are subject to the rights of any Indemnified Person’s insurance carrier which is defending any such above suits, actions, claims, proceedings or investigations.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a Party hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreementpursuant to Section 11.1 or 11.2, such party Party (the “"Indemnified Party”") shall will give prompt the other Party (the "Indemnifying Party") written notice to describing the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly shall in the manner provided herein will not relieve the Indemnifying Party of its indemnification obligations under this AgreementArticle 11, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party's ability to defend such claim. The Indemnifying Party shall will have the right, at its option, to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any Party seeking such compromise or control shall be subject to obtaining the prior written consent indemnification. The assumption of the Indemnified Party which shall not be unreasonably withheld. An defense of a claim by the Indemnifying Party shall not will be liable for any costs of settlement incurred without the written consent of construed as a binding acknowledgement that the Indemnifying PartyParty is liable to indemnify any indemnitee for Damages in respect to such claim. If any the Indemnifying Party undertakes to compromise or defend any such asserted liability, it shall will promptly (and in any event not more than ten (10) business days after receipt of the Indemnified Party's original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability, provided that the Indemnified Party is not obligated to disclose legally privileged documents or information in such cooperation. All reasonable costs and expenses incurred in connection with such cooperation shall will be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by . If the Indemnifying Party elects not to compromise or defend the asserted liability, fails to timely notify the Indemnified Party of its election to compromise or defend as herein provided, fails to admit its obligation to indemnify under this Agreement or the Manufacturing Agreement with respect to the claim, or, if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief (other than the payment of money damages) that could materially adversely affect the ongoing business of the Indemnified Party, the Indemnified Party will have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs, expenses, and any payment made therewith will be included as part of the indemnification obligation of the Indemnifying Party hereunder, where such indemnification obligation exists hereunder. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim without consent of the other where such settlement or compromise would impose injunctive obligations on the non-settling or non-compromising Party or any Damages on the non-settling or non-compromising Party that are not subject to indemnification hereunder; provided, however, that consent to settlement or compromise will not be unreasonably withheld. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense (or at the Indemnifying Party's expense, in the circumstances described above (i.e., if the Indemnifying Party elects not to participate compromise or defend the asserted liability where such indemnification obligation exists hereunder)), in the defense of an such asserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party will make available to the Indemnifying Party any non-privileged books, records or other documents within its control that are necessary or appropriate for such defense; provided, however, any such books, records or other documents within the control of the Indemnified Party which are made available to the Indemnifying Party hereunder will be held in strict confidence by the Indemnifying Party (except to the extent disclosure is reasonably necessary for the defense of such claim) and will be disclosed by the Indemnified Party to the Indemnifying Party only to the extent that such books, records or other documents relate to the claim. Notwithstanding anything to the contrary in this Section 11.3, (a) the Party conducting the defense of a claim will (1) keep the other Party informed on a reasonable and timely basis as to the status of the defense of such claim (but only to the extent such other Party is not participating jointly in the defense of such claim), and (2) conduct the defense of such claim in a prudent manner, and (b) to the extent the Indemnifying Party has elected to defend a claim, the Indemnifying Party will not cease to defend such claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld).

Notice and Opportunity to Defend. Promptly after Other than with respect to Tax Claims (which shall be governed by Section 8.6), if there occurs an event which a party asserts is an indemnifiable event pursuant to Section 8.2 or Section 8.3, the receipt by Buyer party or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to parties seeking indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to notify the other party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”)) promptly. Such notice shall specify in reasonable detail If such event involves any claim or the basis and amount, if ascertainable, commencement of any claim that would be based upon Action by a third Person (a “Third Party Claim”), the CircumstanceIndemnified Party will give such Indemnifying Party prompt written notice of such Third Party Claim. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreementhereunder only if, unless and to the Indemnified extent that, such failure prejudices the Indemnifying Party establishes hereunder. In the event of any Third Party Claim, the Indemnifying Party shall be entitled to assume the defense thereof, with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party either had knowledge may only assume the defense of a Third Party Claim if (a) it acknowledges to the Indemnified Party in writing and without reservation of rights (subject to the limitations in this ARTICLE VIII) that there exists an indemnification obligation relating to such claim, (b) if such claim is an Escrow Limited Claim, the amount claimed in such claim is less than or equal to the current balance of the Circumstance Escrow Account, (c) such claim does not primarily seek as a remedy the imposition of an equitable remedy that is binding upon Buyer or was not prejudiced by the failure to give notice any of its Affiliates (including any of the CircumstanceSold Companies), (d) such claim does not relate to or arise in connection with any criminal claim brought by a Governmental Entity, (e) such claim does not involve a Top Customer or Top Supplier and (f) an adverse resolution of such claim would not reasonably be expected to have material adverse effect on the business or operations of Buyer. The After notice from the Indemnifying Party to the Indemnified Party of such election to assume the defense of such Third Party Claim, the Indemnified Party shall have the right, at its option, right to compromise or defend the claim, participate at its own expense in the defense of such Third Party Claim and the Indemnifying Party shall not be liable to the Indemnified Party hereunder for any legal costs or expenses of other counsel or any other expenses subsequently incurred by its own counselsuch Indemnified Party in connection with such participation. In either case, the Indemnifying Party and otherwise control the Indemnified Party agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement of any such matter involving Third Party Claim. In no event may the asserted liability Indemnifying Party consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim (other than a judgment or settlement that (A) is on exclusively monetary terms with such monetary amounts paid by the Indemnifying Party concurrently with the effectiveness of the settlement, (B) does not involve any finding or admission of violation of Law or admission of wrongdoing by the Indemnified Party, provided that and (C) provides a complete and unconditional release of, or dismissal with prejudice of, all claims against any Indemnified Party potentially affected by such compromise or control shall be subject to obtaining Third Party Claim for all matters asserted in connection with such Third Party Claim) without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed). Whether or not the Indemnifying Party shall have assumed the defense, such Indemnifying Party shall not be obligated to indemnify and hold harmless the Indemnified Party hereunder for any settlement entered into without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise , conditioned or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilitydelayed.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller Sellers of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “"Circumstance”") which could give rise to a right to indemnification under this Agreement, such party (the “"Indemnified Party”") shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “"Indemnifying Party”"). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a Party of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “CircumstanceClaim”) which could give rise to a right to indemnification under this Agreementany subsection of Section 9 , the party receiving such party notice (the an “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the CircumstanceClaim. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance Claim or was not prejudiced by the failure to give notice of the CircumstanceClaim. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party, conditioned or delayed. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.

Notice and Opportunity to Defend. Promptly after If there occurs an event which any Party hereto (or any Buyer Indemnified Party or any Seller Indemnified Party) asserts is an indemnifiable event pursuant to this Article XI, the receipt by Buyer Person or the Company and/or the Seller of notice of any actionPersons seeking indemnification (collectively, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified PartyIndemnitee”) shall notify in writing the party or parties obligated to provide indemnification pursuant to the terms hereof (collectively, the “Indemnitor”) promptly of the occurrence of such event. If such event involves any claim or the commencement of any action or proceeding by a third Person, the Indemnitee shall give the Indemnitor prompt written notice of such claim or the commencement of such action or proceeding. The notice shall describe the claim, the amount thereof if known and quantifiable, and the basis therefor. Any delay or failure by an Indemnitee to so notify the Indemnitor shall only relieve the Indemnitor of its indemnification obligations hereunder to the extent, if at all, that the Indemnitor is actually prejudiced by reason of such delay or failure. The Indemnitor shall be entitled to assume and control, with counsel of its choice, the defense of such matter at the Indemnitor’s expense by sending written notice to the party Indemnitee of its election to do so within thirty (30) days after receiving written notice from the Indemnitee. The Indemnitee agrees to cooperate fully with the Indemnitor and its counsel in the defense against any such asserted claim; provided, however, that neither the Indemnitee nor the Indemnitor shall be required pursuant to this Section 11.5 to disclose any privileged information or parties who may become obligated to provide indemnification hereunder (any attorney work product in connection with the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, defense of any claim that would be based upon such asserted claim. In any event, the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party Indemnitee shall have the rightright to participate (but not control) in the defense of such asserted claim with separate counsel, at its option, to compromise or defend the claimif it desires, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Partyexpense, provided that any such compromise or control if counsel of the Indemnitee reasonably determines that joint representation of the Indemnitor and the Indemnitee creates a conflict of interest, the Indemnitee shall be subject entitled to obtaining retain separate counsel at the cost and expense of the Indemnitor, provided that, in such event, Indemnitor shall not be required to pay for more than one such separate counsel. Any settlement or compromise of such asserted claim by the Indemnitor shall require the prior written consent of the Indemnified Party Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed, provided that no such consent shall be required as long as it is solely a monetary settlement (that will be paid entirely by the Indemnitor) that provides a full release of the Indemnitee with respect to such matter and does not contain an admission of liability on the part of the Indemnitee. An Indemnifying Party If the Indemnitor shall not have assumed the defense of such claim within the thirty (30) day period set forth above, the Indemnitee may assume the defense of such claim with counsel of its choice and the Indemnitor shall be required to pay all reasonable costs and reasonable expenses incurred by the Indemnitee in connection with such matter; provided, however, in the event the Indemnitee assumes control of the defense of any such claim as contemplated by this sentence, (i) the Indemnitee shall not be liable for permitted to settle or compromise any costs of settlement incurred such claim without the prior written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise Indemnitor, which consent shall not be unreasonably withheld, conditioned or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do sodelayed, and the Indemnified Party agrees (ii) Indemnitor shall not be required to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any pay for more than one such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilitycounsel.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a party hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, pursuant to Section 10.1. such party (the “"Indemnified Party”") shall give prompt the other party (the "Indemnifying Party") written notice to describing the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly in the manner provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this AgreementSection, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party's ability to defend such claim. The Indemnifying Party shall have the right, at its option, to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any party seeking such compromise or control shall be subject to obtaining indemnification. If the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes undertake to compromise or defend any such asserted liability, it shall promptly (and in any event not less than 10 days after receipt of the Indemnified Party's original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend the asserted liability, provided fails to notify the Indemnified Party of its election to compromise or defend as herein provided, fails to admit its obligation to indemnify under this Agreement with respect to the claim, or, if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party in any manner, the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs and expenses have been previously approved by shall be included as part of the indemnification obligation of the Indemnifying PartyParty hereunder. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense to participate expense, in the defense of an such asserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Notwithstanding anything to the contrary in this Section 10.2, (i) the party conducting the defense of a claim shall (A) keep the other party informed on a reasonable and timely basis as to the status of the defense of such claim (but only to the extent such other party is not participating jointly in the defense of such claim), and (B) conduct the defense of such claim in a prudent manner, and (ii) the Indemnifying Party shall not cease to defend, settle or otherwise dispose of any claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld).

Notice and Opportunity to Defend. Promptly after If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 8.2 or 8.3, the receipt by Buyer parties seeking indemnification shall promptly notify the other parties obligated to provide indemnification (collectively, the "Indemnifying Party"). If such event involves (a) any Claim or (b) the Company and/or the Seller of notice commencement of any action, proceedingsuit or proceeding by a third person, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could the party seeking indemnification will give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give Indemnifying Party prompt written notice to of such Claim or the party commencement of such action, suit or parties who may become obligated proceeding, PROVIDED, HOWEVER, that the failure to provide indemnification hereunder (the “Indemnifying Party”). Such prompt notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action, suit or proceeding shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its optionbe entitled to participate therein and, to compromise or defend the claimextent that it desires to do so, at its own expense and by its own counselto assume the defense thereof, and otherwise control any with counsel reasonably satisfactory to such matter involving party seeking indemnification and, after notice from the asserted liability Indemnifying Party to such party seeking indemnification of such election so to assume the Indemnified Partydefense thereof, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party seeking indemnification hereunder for any costs attorneys' fees or any other expenses, in each case subsequently incurred by such party, in connection with the defense of settlement incurred without the written consent of the Indemnifying Partysuch action, suit or proceeding. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party The party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Partyaction, provided such costs and expenses have been previously approved by the Indemnifying Partysuit or proceeding. In any event, the Indemnified Party party seeking indemnification shall have the right to participate at its own expense to participate in the defense of such action, suit or proceeding. In no event shall an asserted liabilityIndemnifying Party be liable for any settlement or compromise effected without its prior consent. If, however, the party seeking indemnification refuses its consent to a BONA FIDE offer of settlement which the Indemnifying Party wishes to accept (which must include the unconditional release of the parties seeking indemnification from all liability with respect to the Claim at issue), the party seeking indemnification may continue to pursue such matter, free of any participation by the Indemnifying Party, at the sole expense of the party seeking indemnification. In such event, the obligation of the Indemnifying Party to the party seeking indemnification shall be equal to the lesser of (i) the amount of the offer or settlement which the party seeking indemnification refused to accept plus the costs and expenses of such party prior to the date the Indemnifying Party notifies the party seeking indemnification of the offer of settlement and (ii) the actual out-of-pocket amount the party seeking indemnification is obligated to pay as a result of such party's continuing to pursue such matter.

Notice and Opportunity to Defend. Promptly after If any Party (the receipt by Buyer or the Company and/or the Seller of “Indemnitee”) receives notice of any action, proceeding, claim or potential claim (the commencement of any of action or proceeding with respect to which any other Party is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such ) pursuant to Section 8.1 or 8.2, the Indemnitee shall promptly, (and in any event within five (5) Business Days after receiving notice shall specify in reasonable detail of the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to claim) give such notice promptly shall relieve the Indemnifying Party notice thereof; provided, however, that the failure to deliver such notice shall not be a condition precedent to any liability of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of under the Circumstance or was not prejudiced by provisions for indemnification contained in this Agreement except to the extent the failure to give deliver such notice of prejudices the CircumstanceIndemnifying Party’s ability to defend such proceeding. The Indemnifying Party may assume control of such defense; provided, that prior to the Indemnifying Party assuming control of such defense, it shall have (x) demonstrate to the rightIndemnitee in writing such Indemnifying Party’s financial ability to provide full indemnification to the Indemnitee with respect to such proceeding (including the ability to post any bond required by the court or adjudicative body before which such Proceeding is taking place) and (y) agree in writing to be fully responsible for all Losses relating to such proceeding; provided, at further, that: (a) the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel of its option, to compromise or defend the claim, choice for such purpose at its own expense expense; and by its own counsel, and otherwise (b) the Indemnifying Party shall not be entitled to assume control any of such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining defense without the prior written consent of the Indemnified Party which shall not Indemnitee if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnitee reasonably believes an adverse determination with respect to the Proceeding giving rise to such claim for indemnification would be unreasonably withheld. An Indemnifying Party shall not be liable for any costs materially detrimental to or materially injure the Indemnitee’s reputation or future business prospects, (iii) such claim seeks an injunction or equitable relief against the Indemnitee, (iv) a conflict of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with interest exists between the Indemnifying Party and its counsel in the compromise of Indemnitee, or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by (v) the Indemnifying Party, provided Party failed or is failing to vigorously prosecute or defend such costs and expenses have been previously approved by the Indemnifying Partyclaim. In any event, the Indemnified Indemnitee, the Indemnifying Party and the Indemnifying Party’s counsel shall cooperate in the compromise of, or defense against, any such asserted liability; provided, however, that Indemnifying Party shall have not compromise or settle any such matter without Indemnitee’s prior written consent. If the right at Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its own expense control that are necessary or appropriate to participate in the defense of an asserted liabilitysuch defense.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a Party hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreementpursuant to Sections 15.1 or 15.2, such party Party (the “Indemnified Party”) shall will give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder other Party (the “Indemnifying Party”). Such ) written notice shall specify describing the claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly shall in the manner provided herein will not relieve the Indemnifying Party of its indemnification obligations under this AgreementSection, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party’s ability to defend such claim. The Indemnifying Party shall will have the right, at its option, to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any Party seeking such compromise or control shall be subject to obtaining indemnification. If the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes will undertake to compromise or defend any such asserted liability, it shall will promptly (and in any event not less than ten (10) Business Days after receipt of the Indemnified Party’s original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense defence against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall co-operation will be borne by the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend the asserted liability, provided fails to notify the Indemnified Party of its election to compromise or defend as herein provided, fails to admit its obligation to indemnify under this Agreement with respect to the claim, or, if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party in any manner, the Indemnified Party will have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs and expenses have been previously approved by will be included as part of the indemnification obligation of the Indemnifying PartyParty hereunder. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim over the objection of the other; provided however, that consent to settlement or compromise will not be unreasonably withheld. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense to participate expense, in the defense defence of an such asserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party will make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defence. Notwithstanding anything to the contrary in this Section 15.5, (i) the Party conducting the defence of a claim will (A) keep the other Party informed on a reasonable and timely basis as to the status of the defence of such claim, and (B) conduct the defence of such claim in a prudent manner, and (ii) the Indemnifying Party will not cease to defend, settle or otherwise dispose of any claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld).

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of notice of any actionIf there occurs an event which a party asserts is an indemnifiable event pursuant to Section 9.01, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification shall notify the other party or parties obligated to provide indemnification hereunder (the “"Indemnifying Party”)") promptly. Such notice shall specify in reasonable detail If such event involves any claim or the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided, however, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have be entitled to assume the rightdefense thereof, at its optionwith counsel selected by the Indemnifying Party and, after notice from the Indemnifying Party to compromise such party or defend parties seeking indemnification of such election so to assume the claimdefense thereof, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party or parties seeking indemnification hereunder for any costs legal expenses of settlement other counsel or any other expenses subsequently incurred without by such party or parties in connection with the written consent of the Indemnifying Partydefense thereof. If any The Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees party seeking indemnification agree to cooperate fully with the Indemnifying Party each other and its their respective counsel in connection with the compromise defense, negotiation or settlement of or defense against any such action or asserted liability. All costs and expenses incurred in connection with such cooperation In no event shall an Indemnifying Party be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In liable for any event, the Indemnified Party shall have the right at settlement effected without its own expense to participate in the defense of an asserted liabilitywritten consent.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a party hereto of notice of any actionclaim which, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, pursuant to Section 9.1. such party (the “Indemnified Party”) shall give prompt written notice to the other party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such ) written notice shall specify describing the claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly in the manner provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this AgreementSECTION 9, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party’s ability to defend such claim. The Indemnifying Party shall have the right, at its option, to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any party seeking such compromise or control shall be subject to obtaining indemnification. If the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes undertake to compromise or defend any such asserted liability, it shall promptly (and in any event not less than ten (10) days after receipt of the Indemnified Party’s original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend the asserted liability, provided fails to notify the Indemnified Party of its election to compromise or defend as herein provided, fails to admit its obligation to indemnify under this Agreement with respect to the claim, or, if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party in any manner, the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs and expenses have been previously approved by shall be included as part of the indemnification obligation of the Indemnifying PartyParty hereunder. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense to participate expense, in the defense of an such asserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Notwithstanding anything to the contrary in this Section 9.2, (i) the party conducting the defense of a claim shall (A) keep the other party informed on a reasonable and timely basis as to the status of the defense of such claim (but only to the extent such other party is not participating jointly in the defense of such claim), and (B) conduct the defense of such claim in a prudent manner, and (ii) the Indemnifying Party shall not cease to defend, settle or otherwise dispose of any claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld).

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 10.1, 10.2, 10.3 or the Company and/or the Seller of notice of any action10.4, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification shall notify the other party or parties obligated to provide indemnification hereunder (the “"Indemnifying Party”)") promptly. Such notice shall specify in reasonable detail If such event involves any claim or the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have be entitled to assume the rightdefense thereof, at its optionwith counsel selected by the Indemnifying Party and, after notice from the Indemnifying Party to compromise such party or defend parties seeking indemnification of such election so to assume the claimdefense thereof, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party or parties seeking indemnification hereunder for any costs legal expenses of other counsel or any other expenses subsequently incurred by such party or parties in connection with the defense thereof. The Indemnifying Party and the party seeking indemnification agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement incurred of any such action or asserted liability. The party or parties seeking indemnification shall have the right to participate at its or their own expense in the defense of such action or asserted liability. If the Indemnifying Party assumes the defense of an action no settlement or compromise thereof may be effected (i) by the Indemnifying Party without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise indemnified party (which consent shall not be unreasonably withheld or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with delayed) unless all relief provided is paid or satisfied in full by the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne (ii) by the Indemnifying Party, provided such costs and expenses have been previously approved by indemnified party without the consent of the Indemnifying Party. In no event shall an Indemnifying Party be liable for any event, the Indemnified Party shall have the right at settlement effected without its own expense to participate in the defense of an asserted liabilitywritten consent.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of notice of If any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification party indemnified under this Agreement, such party Agreement (the an “Indemnified Party”) has notice of facts or circumstances that could reasonably result in a claim for indemnification under this Article X, then such Indemnified Party shall promptly after receiving notice thereof give prompt written notice to the party or parties who from which indemnification may become obligated to provide indemnification hereunder be sought (the “Indemnifying Party”). Such ) prompt written notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon such claim. In the Circumstance. The failure to give event the Indemnified Party unreasonably delays in giving such notice promptly shall relieve prompt written notice, the Indemnifying Party of shall be excused from its indemnification obligations under this Agreement, unless hereunder to the extent such delay prejudices the Indemnifying Party. No Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining any liability for a delay in the prior written consent delivery of such notice to the Indemnified Party which shall extent such delay does not be unreasonably withheld. An Indemnifying Party shall not be liable for compromise or prejudice any costs of settlement incurred without the written consent right of the Indemnifying Party. If any the Indemnifying Party undertakes to compromise or defend any asserted liabilityassumes the defense of a claim, it shall promptly notify the Indemnified Parties may, by counsel of their choice, participate in such defense at their own expense. The Indemnified Parties shall furnish to the Indemnifying Party, in reasonable detail, such information as the Indemnified Parties may have with respect to such claim, including all records and similar materials that are reasonably required in the defense of such claim. If, within sixty (60) days after notice of any such claim, the Indemnifying Party has not notified the Indemnified Parties of its intention to do sodefend the claim, then each Indemnified Party, which has reasonably and the Indemnified Party agrees to cooperate fully promptly cooperated with the Indemnifying Party in obtaining and its counsel delivering information reasonably related to the claim (excluding privileged information) which is in the compromise possession or control of or the Indemnified Party, will (without further notice to the Indemnifying Party) have the right to undertake the defense against any of such asserted liability. All claim, and the Indemnifying Party shall nonetheless bear the losses, damages, and reasonable costs and expenses incurred of the Indemnified Party. During the sixty (60) day period between the date on which the Indemnifying Party receives notice of a claim and the date on which the Indemnifying Party must elect to defend the claim, the Indemnified Party may take reasonable actions to obtain an extension of any deadline for filing an answer or response to the claim. Under such circumstances, the Indemnifying Party may elect to participate in connection with (but not control) such cooperation shall be borne by proceedings, negotiations or defense at any time at its own expense. No Indemnified Party may settle any such claim without the consent of the Indemnifying Party, provided such costs and expenses have been previously approved by which consent shall not be unreasonably withheld, conditioned, or delayed. No Indemnifying Party shall settle any claim it is defending under this Section 10.3 without the Indemnifying Party. In any event, consent of the Indemnified Party shall have Party, which consent will not be unreasonably withheld, conditioned or delayed, unless the right at its own expense settlement provides for (i) no relief other than monetary damages against which the Indemnified Parties are fully indemnified, (ii) no admission of liability or wrongdoing on the part of the Indemnified Party, (iii) no extension of any statute of limitations applicable to participate in the defense of an asserted liability.Indemnified Party, and

Notice and Opportunity to Defend. Promptly after If there occurs an event which either party asserts is an indemnifiable event pursuant to Sections 7.1 or 7.2 hereof, the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to party seeking indemnification under this Agreement, such party (the “Indemnified Party”"Indemnitee") shall give prompt written notice to notify the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”)"Indemnitor") promptly. Such If such event involves (a) any claim, or (b) the commencement of any action or proceeding by a third person, the Indemnitee shall give the Indemnitor written notice of such claim or the commencement of such action or proceeding. Delay or failure to so notify the Indemnitor shall specify in reasonable detail only relieve the basis and amountIndemnitor of its obligations to the extent, if ascertainableat all, that it is prejudiced by reasons of any claim that would be based upon the Circumstancesuch delay or failure. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party Indemnitor shall have a period of 30 days within which to respond thereto. If the rightIndemnitor accepts responsibility, at its option, then the Indemnitor shall be obligated to compromise or defend the claimdefend, at its own expense and by its own counselcounsel chosen by the Indemnitor and reasonably satisfactory to the Indemnitee, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do somatter, and the Indemnified Party Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor will assume and be responsible for the entire liability at issue, subject to the limitations set forth in this Article 7. If the Indemnitor does not respond within such 30-day period or rejects responsibility for such matter in whole or in part, the Indemnitee shall be free to pursue, without prejudice to any of its rights hereunder, such remedies as may be available to the Indemnitee under applicable law. The Indemnitee agrees to cooperate fully with the Indemnifying Party Indemnitor and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Indemnitee shall have the right to participate at its own expense to participate in the defense of an such asserted liability. Any compromise of such asserted liability by the Indemnitor shall require the prior written consent of the Indemnitee (such consent not to be unreasonably withheld or delayed), and until such consent is obtained the Indemnitor shall continue the defense of such asserted liability. If, however, the Indemnitee refuses its consent to a bona fide offer of settlement which involves the payment of money only which the Indemnitor wishes to accept, the Indemnitee may continue to pursue such matter, free of any participation by the Indemnitor, at the sole expense of the Indemnitee. In such event, the obligation of the Indemnitor to the Indemnitee shall be equal to the lesser of (i) the amount of the offer of settlement which the Indemnitee refused to accept, and (ii) the actual out-of-pocket amount the Indemnitee is obligated to pay as a result of the Indemnitee's continuing to pursue such matter. The Indemnitor shall be entitled to recover from the Indemnitee any additional expenses incurred by the Indemnitor as a result of the decision of the Indemnitee to pursue such matter.

Notice and Opportunity to Defend. Promptly after (a) CLAIM NOTICES, ETC. If any Party (the receipt by Buyer or the Company and/or the Seller of "INDEMNIFIED PARTY") receives notice of any action, proceeding, third-party claim or potential claim commencement of any third-party action or proceeding (an "ASSERTED LIABILITY") with respect to which any of which other Party (an "INDEMNIFYING PARTY") is hereinafter individually referred obligated to as a “Circumstance”) which could provide indemnification pursuant to this Article 12, the Indemnified Party shall promptly give rise all Indemnifying Parties notice thereof. The Indemnified Party's failure so to a notify an Indemnifying Party shall not cause the Indemnified Party to lose its right to indemnification under this AgreementArticle 12, such party (the “Indemnified Party”) shall give prompt written notice except to the party or parties who may become obligated extent that such failure materially prejudices the Indemnifying Party's ability to provide indemnification defend against an Asserted Liability that such Indemnifying Party has the right to defend against hereunder (the “Indemnifying Party”and except as otherwise set forth in this Article 12). Such notice shall specify describe the Asserted Liability in reasonable detail detail, and if practicable shall indicate the basis and amount, if ascertainable, amount (which may be estimated) of any claim the Losses that would have been or may be based upon asserted by the CircumstanceIndemnified Party. The failure to give such notice promptly shall relieve Each of the Indemnifying Party Parties may defend against an Asserted Liability on behalf of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure utilizing counsel reasonably acceptable to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of unless (i) the Indemnified Party which shall reasonably objects to the assumption of such defense on the grounds that counsel for such Indemnifying Party cannot represent both the Indemnified Party and such Indemnifying Party because such representation would be unreasonably withheldreasonably likely to result in a conflict of interest or because there may be defenses available to the Indemnified Party that are not available to such Indemnifying Party, (ii) such Indemnifying Party is not capable (by reason of insufficient financial capacity, bankruptcy, receivership, liquidation, managerial deadlock, managerial neglect or similar events) of maintaining a reasonable defense of such action or proceeding, or (iii) the action or proceeding seeks injunctive or other equitable relief against the Indemnified Party. An In the event the Indemnifying Party elects to conduct the defense, it is entitled to have exclusive control over the defense and settlement thereof and the Indemnified Party will cooperate and make available to the Indemnifying Party such assistance and materials as it may reasonably request, at the Indemnifying Party's expense. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes entitled to compromise or defend any asserted liabilitycontrol, it shall promptly notify the Indemnified Party of its intention to do sobut may participate in, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by entitled to have sole control over, the Indemnifying defense or settlement of any claim that (i) seeks a temporary restraining order, preliminary or permanent injunction or specific performance against the Indemnified Party, provided such costs and expenses have been previously approved by or (ii) would impose liability on the Indemnifying Party. In any event, part of the Indemnified Party shall have for which the right at its own expense Indemnified Party is not entitled to participate in the defense of an asserted liabilityindemnification hereunder.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer any party hereto (the "Indemnified Party") of notice or knowledge of any demand, claim or circumstances which, with the lapse of time, would or might give rise to a claim or the Company and/or the Seller of notice commencement (or threatened commencement) of any action, proceedingproceeding or investigation (an "Asserted Liability") that may result in a Loss, claim or potential claim the Indemnified Party shall give notice thereof (the "Claims Notice") to any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such other party (the “Indemnified Party”or parties) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder pursuant to Section 6.2 or 6.3 (the “"Indemnifying Party”"). Such notice shall specify in reasonable detail ; provided that subject to Section 6.1 the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The delay or failure to give prompt notice shall not affect the rights of any Indemnified Party unless and to the extent such notice promptly delay or failure shall relieve be prejudicial or otherwise adversely affect the Indemnifying Party of its indemnification obligations under this AgreementParty. The Claims Notice shall describe the Asserted Liability in reasonable detail, unless and shall indicate the Indemnified Party establishes that amount (estimated, if necessary and to the Indemnifying Party either had knowledge extent feasible) of the Circumstance Loss that has been or was not prejudiced may be suffered by the failure to give notice of the Circumstancean Indemnified Party. The Indemnifying Party shall have may assume the right, at its option, to compromise or defend the claim, defense of such Asserted Liability at its own expense and by its own counsel, and otherwise control any such matter involving after notice from the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject Indemnifying Party to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An of its election to assume the defense of such Asserted Liability, the Indemnifying Party shall not be liable hereunder for any costs legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense of settlement incurred such Asserted Liability, except as set forth below. At the request of, and at the expense of, the Indemnifying Party, the Indemnified Party shall cooperate in the defense of any such Asserted Liability and shall make available to the Indemnifying Party any books, records or other documents within its control necessary or appropriate for such defense. No Indemnifying Party shall, without the written consent of the Indemnified Party, consent to the entry of judgment or enter into any settlement that does not include a release of the Indemnified Party from all liability in respect of such Asserted Liability. No Indemnified Party shall consent to the entry of such judgment or enter into any settlement without the consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification The party indemnified under this Agreement, such party Article 12 (the “"Indemnified Party”") shall promptly give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder indemnifying party(ies) (the “"Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, ") of any matter giving rise to an obligation to indemnify. The Indemnifying Party may assume the defense of such matter if it acknowledges the obligation to indemnify the Indemnified Party with respect to such claim. If the Indemnifying Party assumes such defense it shall conduct the defense diligently with counsel reasonably acceptable to the Indemnified Party; provided, however, that the Indemnified Party, in its sole discretion and at its cost and expense, may participate with its counsel in the conduct of such defense along side of the Indemnifying Party. The Indemnifying Party may not settle any such claim without the consent of the Indemnified Party, unless such settlement provides for only monetary relief that would is paid in full by or on behalf of the Indemnifying Party and includes a full and unconditional release of the Indemnified Parties. If the Owner or the Stockholders are the Indemnifying Party, then the notice required by the immediately preceding sentence shall be based upon given to the CircumstanceStockholders’ Representative who shall act on behalf of the Indemnifying Party for purposes of this Article 12. The Indemnified Party agrees to cooperate with the Indemnifying Party and to make reasonably available to the Indemnifying Party any necessary records or documents in the possession of the Indemnified Party which are necessary to defend such claim. If the Indemnifying Party does not defend or settle such claim, the Indemnified Party may do so without the Indemnifying Party's participation, in which case the Indemnifying Party shall pay the expenses of such defense (including, without limitation, the Indemnified Party’s attorney’s fees), and the Indemnified Party may settle or compromise such claim without the Indemnifying Party's consent. The failure of any Indemnified Party to give such notice promptly as provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not is actually prejudiced by the such failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilitynotice.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a Party hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreementpursuant to Section 8.1, such party Party (the “"Indemnified Party”") shall give prompt the other Party (the "Indemnifying Party") written notice to describing the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly in the manner provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this AgreementSection, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party's ability to defend such claim. The Indemnifying Party shall have the right, at its option, either to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified PartyParty seeking such indemnification, except as provided that below. The Indemnifying Party shall promptly (and in any such compromise or control shall be subject to obtaining the prior written consent event not less than twenty (20) days after receipt of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly 's original notice) notify the Indemnified Party in writing of its intention to do soeither compromise or defend such matter, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party. If the Indemnifying Party elects in writing not to compromise or defend the asserted liability, provided fails to notify the Indemnified Party of its election to compromise or defend as herein provided, fails to admit its obligation to indemnify under this Agreement with respect to the claim following a written request of the Indemnified Party (except in the case where the Indemnifying Party denies, on reasonable grounds, that it has such an obligation (which dispute shall be resolved under Section 10.14)), or, if in the reasonable opinion of counsel to the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money Damages that could materially adversely affect the ongoing business of the Indemnified Party in any manner, the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs and expenses have been previously approved by shall be included as part of the indemnification obligation of the Indemnifying Party hereunder; provided, however, in the event the Indemnifying Party intends to compromise or settle a claim under this Section 8.2, the Indemnifying Party shall provide at least ten (10) business days prior written notice to the Indemnified Party describing the proposed compromise or settlement in order that the Indemnified Party may comment and/or object. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim under this Section 8.2 over the written objection of the other Party if such settlement or compromise could reasonably result in a material adverse effect on the other Party or otherwise alter, diminish or derogate the other Party's rights under this Agreement. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense to participate expense, in the defense of an such asserted liability. If the Indemnifying Party defends any claim, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Notwithstanding anything to the contrary in this Section 8.2, (1) the Party conducting the defense of a claim shall (A) keep the other Party informed on a reasonable and timely basis as to the status of the defense of such claim (but only to the extent such other Party is not participating jointly in the defense of such claim), and (B) conduct the defense of such claim in a prudent manner, and (2) the Indemnifying Party shall not cease to defend any claim (except pursuant to a permitted settlement or compromise thereof) without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld).

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an indemnifiable event which involves any claim or the Company and/or the Seller of notice commencement of any actionaction or proceeding by a third Person, proceeding, claim or potential claim including any Governmental Body (any of which is hereinafter individually referred to as a “CircumstanceThird Party Claim”) which could give rise to a right to indemnification under this Agreement), such party (the “Indemnified Party”) Party shall give such Indemnifying Party prompt written notice to (and in any event within 30 days of such Third Party Claim) of such Third Party Claim or the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancecommencement thereof. The failure to give such provide prompt notice promptly as provided herein shall relieve the Indemnifying Party of its indemnification obligations under this Agreementhereunder only if, unless and to the Indemnified Party establishes that extent that, such failure actually prejudices the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstancehereunder. The Indemnifying Party shall have be entitled to (a) participate in the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control defense of any such matter involving Third Party Claim or (b) assume the asserted liability of defense thereof, with counsel selected by the Indemnifying Party provided, however, that the Indemnifying Party shall not be entitled to assume the defense (unless otherwise agreed to in writing by the Indemnified Party) if (i) the Third Party Claim relates primarily to any criminal Proceeding, (ii) the Third Party Claim primarily seeks an injunction or equitable relief against the Indemnified Party, provided that any such compromise or control shall (iii) the Third Party Claim is one in which the Indemnifying Party is also a party and, based upon the advice of counsel, joint representation would be subject inappropriate or there may be legal defenses available to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheldare inconsistent from to those available to the Indemnifying Party. An After notice from the Indemnifying Party to the Indemnified Party of such election to assume the defense thereof, the Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party hereunder for any legal costs or expenses of its intention to do soother counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except as otherwise provided in this Article XII. The Indemnifying Party and the Indemnified Party agrees agree to cooperate fully reasonably with each other and their respective counsel in connection with the defense, negotiation or settlement of any such Proceeding or asserted Liability. If the Indemnifying Party and its counsel in elects to assume the compromise defense of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any eventa Third Party Claim as contemplated hereunder, the Indemnified Party shall have the right to participate in (but not control) at its own expense to participate in the defense of such Proceeding or asserted Liability. If the Indemnifying Party assumes the defense of a Proceeding, no settlement or compromise thereof may be effected (A) by the Indemnifying Party without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless (1) the settlement seeks only monetary relief and all such relief provided is paid or satisfied in full by the Indemnifying Party, (2) the settlement or compromise provides for a full release by the party of the Indemnified Party with respect to the claim(s) being settled, and (3) the settlement or compromise does not contain any admission of finding or wrongdoing on behalf of the Indemnified Party or (B) by the Indemnified Party without the consent of the Indemnifying Party. If the Indemnifying Party does not assume the defense of a Proceeding, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any such Proceeding without the consent of the other party. Except as contemplated hereunder, in no event shall an asserted liabilityIndemnifying Party be liable for any settlement or compromise effected without its prior written consent. Subject to the limitations set forth in this Article XII, 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 (other than during any period in which the Indemnified Party shall have failed to give a Claim Notice of the Third Party Claim as provided above), provided, however, that the Indemnifying Party shall only be obligated to pay for only one firm of counsel for all Indemnified Parties. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, (1) the parties shall cooperate in the defense or prosecution thereof and (2) the Indemnifying Party shall pursue the defense or settlement of such Third Party Claim in good faith. The provisions of this Section 12.6 shall not apply to the conduct of any Tax Claim, the conduct of which shall be governed by Section 8.2(e).

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an indemnifiable event which involves any claim or the Company and/or the Seller of notice commencement of any actionaction or proceeding by a third Person, proceeding, claim or potential claim including any Governmental Entity (any of which is hereinafter individually referred to as a “CircumstanceThird Party Claim”) which could ), the Indemnified Party will give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give Indemnifying Party prompt written notice to of such Third Party Claim or the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancecommencement thereof. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreementhereunder only if, unless and to the extent that, such failure actually prejudices the Indemnifying Party hereunder. In the event that a Third Party Claim is brought against an Indemnified Party establishes and such Indemnified Party has notified the Indemnifying Party of the commencement thereof pursuant to this Section 8.6, the Indemnifying Party shall be entitled to assume the defense thereof, with counsel selected by the Indemnifying Party; provided, however, that the Indemnifying Party either had knowledge of shall not be entitled to assume the Circumstance or was not prejudiced defense (unless otherwise agreed to in writing by the failure Indemnified Party) if (a) the Third Party Claim relates primarily to give notice of any criminal Proceeding, indictment, allegation or investigation, (b) the Circumstance. The Third Party Claim primarily seeks an injunction or equitable relief against the Indemnified Party, (c) the Losses relating to the Third Party Claim are reasonably likely to exceed the maximum amount that the Indemnified Party would then be entitled to recover from the Indemnifying Party shall have under the rightapplicable provisions of this Agreement, at its option, to compromise or defend (d) the Indemnifying Party is also a party or has an interest in such claim, at its own expense and by its own counsel, and otherwise control any such matter involving which interest conflicts with the asserted liability interests of the Indemnified Party, provided that any such compromise or control shall be subject . After notice from the Indemnifying Party to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An of such election to assume the defense thereof, the Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party hereunder for any legal costs or expenses of its intention to do soother counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except as otherwise provided in this ARTICLE VIII. The Indemnifying Party and the Indemnified Party agrees agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement of any such Third Party Claim. If the Indemnifying Party and its counsel in elects to assume the compromise defense of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any eventa Third Party Claim as contemplated hereunder, the Indemnified Party shall have the right at its own expense to participate in (but not control) the defense of such Third Party Claim. If the Indemnifying Party assumes the defense of an asserted liabilityaction, no settlement or compromise thereof may be effected (i) by the Indemnifying Party without the written consent of the Indemnified Party unless (A) the settlement seeks only monetary relief and all such relief provided is paid or satisfied in full by the Indemnifying Party, (B) the settlement or compromise provides for a full release by the party of the Indemnified Party with respect to the claim(s) being settled and (C) the settlement or compromise does not contain any admission of finding or wrongdoing on behalf of the Indemnified Party or (ii) by the Indemnified Party without the consent of the Indemnifying Party. If the Indemnifying Party does not assume or is not permitted to assume the defense of an action, no settlement or compromise thereof may be effected without the Indemnifying Parties consent (such consent not to be unreasonably withheld, conditioned or delayed).

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 9.1(a) or the Company and/or the Seller of notice of any action9.1(b), proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification shall notify the other party or parties obligated to provide indemnification hereunder (the “Indemnifying Party”)) promptly. Such notice shall specify in reasonable detail If such event involves any claim or the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided, however, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have be entitled to assume the rightdefense thereof, at its optionwith counsel selected by the Indemnifying Party and, after notice from the Indemnifying Party to compromise such party or defend parties seeking indemnification of such election so to assume the claimdefense thereof, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party or parties seeking indemnification hereunder for any costs legal expenses of other counsel or any other expenses subsequently incurred by such party or parties in connection with the defense thereof. The Indemnifying Party and the party seeking indemnification agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement incurred of any such action or asserted liability. The party or parties seeking indemnification shall have the right to participate at their own expense in the defense of such action or asserted liability. If the Indemnifying Party assumes the defense of an action no settlement or compromise thereof may be effected (i) by the Indemnifying Party without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise indemnified party (which consent shall not be unreasonably withheld or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with delayed) unless all relief provided is paid or satisfied in full by the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne (ii) by the Indemnifying Party, provided such costs and expenses have been previously approved by indemnified party without the consent of the Indemnifying Party. In no event shall an Indemnifying Party be liable for any event, the Indemnified Party shall have the right at settlement effected without its own expense to participate in the defense of an asserted liabilitywritten consent.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 9.1(a) or the Company and/or the Seller of notice of any action9.1(b), proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification shall notify the other party or parties obligated to provide indemnification hereunder (the “"Indemnifying Party”)") promptly. Such notice shall specify in reasonable detail If such event involves any claim or the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided, however, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have be entitled to assume the rightdefense thereof, at its optionwith counsel selected by the Indemnifying Party and, after notice from the Indemnifying Party to compromise such party or defend parties seeking indemnification of such election so to assume the claimdefense thereof, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party or parties seeking indemnification hereunder for any costs legal expenses of other counsel or any other expenses subsequently incurred by such party or parties in connection with the defense thereof. The Indemnifying Party and the party seeking indemnification agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement incurred of any such action or asserted liability. The party or parties seeking indemnification shall have the right to participate at their own expense in the defense of such action or asserted liability. If the Indemnifying Party assumes the defense of an action no settlement or compromise thereof may be effected (i) by the Indemnifying Party without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise indemnified party (which consent shall not be unreasonably withheld or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with delayed) unless all relief provided is paid or satisfied in full by the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne (ii) by the Indemnifying Party, provided such costs and expenses have been previously approved by indemnified party without the consent of the Indemnifying Party. In no event shall an Indemnifying Party be liable for any event, the Indemnified Party shall have the right at settlement effected without its own expense to participate in the defense of an asserted liabilitywritten consent.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a Party hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreementpursuant to Section 11.1 or 11.2, above, such party Party (the “Indemnified Party”) shall will give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder other Party (the “Indemnifying Party”). Such ) written notice shall specify describing the claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly shall in the manner provided herein will not relieve the Indemnifying Party of its indemnification obligations under this AgreementArticle 11, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party’s ability to defend such claim. The Indemnifying Party shall will have the right, at its option, to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified PartyParty seeking such indemnification; provided, provided however, that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs may do so under a reservation of settlement incurred without rights with respect to the written consent of obligation to indemnify. If the Indemnifying Party. If any Indemnifying Party undertakes will undertake to compromise or defend any such asserted liability, it shall will promptly (and in any event not less than ten (10) days after receipt of the Indemnified Party’s original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense defend against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall will be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by Party subject to the Indemnifying Party’s reservation of rights. If the Indemnifying Party elects not to compromise or defend the asserted liability, or fails to notify the Indemnified Party of its election to compromise or defend as herein provided, the Indemnified Party will have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs, expenses, and any payment made therewith will be included as part of the indemnification obligation of the Indemnifying Party hereunder, subject to the Indemnifying Party’s reservation of rights. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim without consent of the other; provided, however, that consent to settlement or compromise will not be unreasonably withheld. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense to participate expense, in the defense of an such asserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party will make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, however, any such books, records or other documents within the control of the Indemnified Party which are made available to the Indemnifying Party hereunder will be held in strict confidence by the Indemnifying Party and will be disclosed by the Indemnified Party to the Indemnifying Party only to the extent that such books, records or other documents relate to the claim. Notwithstanding anything to the contrary in this Section 11.3, (a) the Party conducting the defense of a claim will (1) keep the other Party informed on a reasonable and timely basis as to the status of the defense of such claim (but only to the extent such other Party is not participating jointly in the defense of such claim), and (2) conduct the defense of such claim in a prudent manner, and (b) the Indemnifying Party will not cease to defend, settle or otherwise dispose of any claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld).

Notice and Opportunity to Defend. Promptly after If there occurs an event which an Indemnified Party asserts is an indemnifiable event pursuant to Section 8.1, it shall notify the receipt by Buyer or the Company and/or the Seller of notice of any actionFounder and Founder LLC (each, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the an “Indemnifying Party”) promptly, but no later than ninety (90) days, after such indemnifiable event by providing written notice of any claim, event or matter as to which indemnity may be sought (a “Claim Notice”). Such notice Each Claim Notice shall specify in contain a reasonable detail estimate of the basis and amountDamages (each such estimate, if ascertainablea “Damage Estimate”) against which such Indemnified Party seeks indemnification, of any claim that would to the extent such an estimate can be based upon the Circumstancemade. The failure of the Indemnified Party to give such notice promptly as provided in this Section 8.2 shall not relieve the any Indemnifying Party of its indemnification obligations under this AgreementSection 8, unless except to the Indemnified Party establishes extent that such failure materially prejudices the rights of any such Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the CircumstanceParty. The Indemnifying Party shall have Party, in the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control defense of any such matter involving claim or litigation, shall not, except with the asserted liability consent of the Indemnified Party, provided that consent to entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all Liability in respect of such claim or litigation. The Indemnified Party shall not settle or compromise any such compromise or control shall be subject to obtaining the claim without prior written consent of the Indemnified Party Indemnifying Party, which consent shall not be unreasonably withheld. An Indemnifying The Indemnified Party shall not be liable for any costs of settlement incurred without furnish such information regarding itself or the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with claim in question as the Indemnifying Party may reasonably request in writing and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred as shall be reasonably required in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilitysuch claim and litigation resulting therefrom.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a Party -------------------------------- hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreementpursuant to Section 7.1, such party Party (the “"Indemnified Party”") shall give prompt the other Party (the "Indemnifying Party") written notice to describing the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly in the manner provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this AgreementSection, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party's ability to defend such claim. The Indemnifying Party shall have the right[ * ], at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified PartyParty seeking such indemnification, except as provided that below. The Indemnifying Party shall promptly (and in any such compromise or control shall be subject to obtaining the prior written consent event not less than [ * ] after receipt of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly 's original notice) notify the Indemnified Party in writing of its intention to do so[ * ], and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses [ * ] incurred in connection with such cooperation shall be borne by the Indemnifying Party. If the Indemnifying Party elects in writing [ * ] the asserted liability, provided fails to notify the Indemnified Party of its election [ * ] as herein provided, fails to admit its obligation to indemnify under this Agreement with respect to the claim following a written request of the Indemnified Party, or, if in the reasonable opinion of counsel to the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party in any manner, the Indemnified Party shall have the right, at its option, to [ * ] such asserted liability by its own counsel and its reasonable costs and expenses have been previously approved by shall be included as part of the indemnification obligation of the Indemnifying Party hereunder. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may [ * ] any claim under this Section 7.2 over the written objection of the other or any claim that could reasonably result in an adverse effect on the other Party without such other Party's consent; provided, however, that consent -------- ------- to [ * ] shall not be unreasonably withheld. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense to participate expense, in the defense of an such asserted liability. If the Indemnifying Party defends any claim, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Notwithstanding anything to the contrary in this Section 7.2, (a) the Party conducting the defense of a claim shall [ * ], and (b) the Indemnifying Party shall [ * ] without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld).

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a party hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreementpursuant to Section 10.1, such party (the “Indemnified Party”) shall give prompt written notice to the other party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such ) written notice shall specify describing the claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly in the manner provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this AgreementSection, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party’s ability to defend such claim. The Indemnifying Party shall have the right, at its option, to compromise or defend the claimdefend, at its own expense and by its own counselcounsel mutually agreed by the Parties, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any party seeking such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheldindemnification. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of If the Indemnifying Party. If any Indemnifying Party undertakes Xxxxx shall undertake to compromise or defend any such asserted liability, it shall promptly (and in any event not less than 10 days after receipt of the Indemnified Party’s original notice) notify the Indemnified Party in writing of its intention to do so, and the provided such compromise in no way imputes guilt or fault upon, or imposes any obligations on, Indemnified Party. The Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided as incurred by the Indemnified Party. If the Indemnifying Party elects not to compromise or defend the asserted liability, fails to notify the Indemnified Party of its election to compromise or defend as herein provided, fails to admit its obligation to indemnify under this Agreement with respect to the claim, or; if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party in any manner, the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs and expenses have been previously approved by shall be included as part of the indemnification obligation of the Indemnifying PartyParty hereunder and shall be due and payable within thirty (30) days of receipt of the invoice therefor. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim over the reasonable objection of the other. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense to participate expense, in the defense of an such asserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary for such defense. Notwithstanding anything to the contrary in this Section 10.2, (i) the party conducting the defense of a claim shall (A) keep the other party informed on a reasonable and timely basis as to the status of the defense of such claim (but only to the extent such other party is not participating jointly in the defense of such claim), and (B) conduct the defense of such claim in a prudent manner, and (ii) the Indemnifying Party shall not cease to defend, settle or otherwise dispose of any claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld). Upon the final determination of liability and the amount of the indemnification payment under this Section 10, the appropriate party shall pay to the other, as the case may be, within 10 business days after such determination, the amount of any claim for indemnification made hereunder.

Notice and Opportunity to Defend. Promptly If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 9.01, the party seeking indemnification shall promptly notify the other parties obligated to provide indemnification (collectively the "Indemnifying Party") by delivery of a certificate (a "Notice of Claim") signed by the party seeking indemnification (the "Indemnitee") or its authorized representative (i) stating that the Indemnitee has actually paid or accrued Indemnifiable Damages to which it is entitled to indemnification pursuant to Section 9.01 of the Agreement and the expected amount thereof; and (ii) specifying in reasonable detail to the extent known (A) the individual items of loss, damage, liability, cost, expense or deficiency included in the amount so stated, (B) the date each such item was or will be paid or accrued, and (C) the basis (by reference to specific provisions of this Agreement) upon which such Losses are claimed. If the Indemnifying Party shall object to such Notice of Claim, the Indemnifying Party shall deliver a written notice of objection (the "Notice of Objection") stating that such party objects to all or part of the claim set forth in the Notice of 18 Claim to the Indemnitee within ten (10) days after the receipt by Buyer Indemnitee's delivery of the Notice of Claim. If the Notice of Objection shall not have been so delivered within such ten (10) day period, the Indemnifying Party shall be conclusively deemed to have acknowledged the correctness of the claim or claims specified in the Company and/or Notice of Claim for the Seller full amount thereof. If such a Notice of notice Claim involves (a) any Claim, or (b) the commencement of any action, proceedingsuit or proceeding by a third Person, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could the Indemnitee will give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give Indemnifying Party prompt written notice to of such Claim or the party commencement of such action, suit or parties who may become obligated proceeding, PROVIDED, HOWEVER, that the failure to provide indemnification hereunder (the “Indemnifying Party”). Such prompt notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action, suit or proceeding shall be brought against any Indemnitee and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its optionbe entitled to participate therein and, to compromise or defend the claimextent that it desires to do so, at its own expense and by its own counselto assume the defense thereof, and otherwise control any with counsel reasonably satisfactory to Indemnitee and, after notice from the Indemnifying Party to Indemnitee of such matter involving election so to assume the asserted liability of defense thereof, the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to Indemnitee for any costs attorneys' fees or any other expenses, in each case subsequently incurred by such Indemnitee, in connection with the defense of settlement incurred without the written consent of the Indemnifying Partysuch action, suit or proceeding. If any The Indemnifying Party undertakes shall not assert a defense relating to compromise a third party claim if such defense would, in the Indemnitee's judgment, constitute or defend any asserted liability, it shall promptly notify the Indemnified Party result in a conflict of its intention to do so, and the Indemnified Party interest. Indemnitee agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Partyaction, provided such costs and expenses have been previously approved by the Indemnifying Partysuit or proceeding. In any event, the Indemnified Party Indemnitee shall have the right to participate at its own expense to participate in the defense of such action, suit or proceeding. In no event shall an asserted liabilityIndemnifying Party be liable for any settlement or compromise effected without its prior consent.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a party hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreementpursuant to Section 4.1, such party (the “"Indemnified Party”") shall give prompt the other party (the "Indemnifying Party") written notice to describing the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly in the manner provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this AgreementSection , unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party's ability to defend such claim. The Indemnifying Party shall have the right, at its option, to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any party seeking such compromise or control shall be subject to obtaining indemnification. If the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes undertake to compromise or defend any such asserted liability, it shall promptly (and in any event not less than ten (10) days after receipt of the Indemnified Party's original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend the asserted liability, provided fails to notify the Indemnified Party of its election to compromise or defend as herein provided, fails to admit its obligation to indemnify under this Agreement with respect to the claim, or, if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party in any manner, the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs and expenses have been previously approved by shall be included as part of the indemnification obligation of the Indemnifying PartyParty hereunder. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense to participate expense, in the defense of an such asserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Notwithstanding anything to the contrary in this Section 4.2, the party conducting the defense of a claim shall (a) keep the other party informed on a reasonable and timely basis as to the status of the defense of such claim (but only to the extent such other party is not participating jointly in the defense of such claim), and (b) conduct the defense of such claim in a prudent manner, and the Indemnifying Party shall not cease to defend, settle or otherwise dispose of any claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld).

Notice and Opportunity to Defend. Promptly after the receipt If a claim for Losses (a -------------------------------- "Claim") is to be made by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to Party seeking indemnification under this Agreementhereunder, such party Party seeking indemnification (the “Indemnified Party”"Indemnitee") shall give prompt written notice to notify the party or parties who may become Party obligated to provide indemnification hereunder (the “Indemnifying Party”)"Indemnitor") promptly. Such If such event involves (a) any claim or (b) the commencement of any action or proceeding by a third person, the Indemnitee shall give the Indemnitor written notice of such claim or the commencement of such action or proceeding. Delay or failure to so notify the Indemnitor shall specify in reasonable detail only relieve the basis and amountIndemnitor of its obligations to the extent, if ascertainableat all, that it is prejudiced by reasons of any claim that would be based upon the Circumstancesuch delay or failure. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party Indemnitor shall have a period of 30 days within which to respond thereto. If the rightIndemnitor accepts responsibility or does not respond within such 30-day period, at its option, then the Indemnitor shall be obligated to compromise or defend the claimdefend, at its own expense and by its own counselcounsel chosen by the Indemnitor, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do somatter, and the Indemnified Party Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor will assume and be responsible for the entire liability at issue, subject to the limitations set forth in Sections 8.3 and 8.4 hereof. If the Indemnitor fails to assume the defense of such matter within said 30-day period, the Indemnitee against which such matter has been asserted will (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee. The Indemnitee agrees to cooperate fully with the Indemnifying Party Indemnitor and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Indemnitee shall have the right to participate at its own expense to participate in the defense of an such asserted liability. Any compromise of such asserted liability by the Indemnitor shall require the prior written consent of the Indemnitee, which consent will not be unreasonably withheld and in the event the Indemnitee defends any such asserted liability, then any compromise of such asserted liability by the Indemnitee shall require the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. Promptly after the receipt If a claim for Losses (a -------------------------------- "Claim") is to be made by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to party seeking indemnification under this Agreementhereunder, such party seeking indemnification (the “Indemnified Party”"Indemnitee") shall give prompt written notice to notify the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”)"Indemnitor") promptly. Such If such event involves (a) any claim or (b) the commencement of any action or proceeding by a third person, the Indemnitee shall give the Indemnitor written notice of such claim or the commencement of such action or proceeding. Delay or failure to so notify the Indemnitor shall specify in reasonable detail only relieve the basis and amountIndemnitor of its obligations to the extent, if ascertainableat all, that it is prejudiced by reasons of any claim that would be based upon the Circumstancesuch delay or failure. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party Indemnitor shall have a period of 30 days within which to respond thereto. If the rightIndemnitor accepts responsibility or does not respond within such 30-day period, at its option, then the Indemnitor shall be obligated to compromise or defend the claimdefend, at its own expense and by its own counselcounsel chosen by the Indemnitor, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do somatter, and the Indemnified Party Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor will assume and be responsible for the entire liability at issue, subject to the limitations set forth in Sections 8.5 and 8.6 hereof. If the Indemnitor fails to assume the defense of such matter within said 30-day period, the Indemnitee against which such matter has been asserted will (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee. The Indemnitee agrees to cooperate fully with the Indemnifying Party Indemnitor and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Indemnitee shall have the right to participate at its own expense to participate in the defense of an such asserted liability. Any compromise of such asserted liability by the Indemnitor shall require the prior written consent of the Indemnitee, which consent will not be unreasonably withheld and in the event the Indemnitee defends any such asserted liability, then any compromise of such asserted liability by the Indemnitee shall require the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. Promptly after In the receipt by Buyer or the Company and/or the Seller of event either Party receives a notice of any action, proceeding, a claim or potential becomes aware of the institution of any action wherein a breach of warranty or representation is alleged or which otherwise involves a claim which may result in a request for indemnification hereunder (any of which is hereinafter individually referred to as each, a “CircumstanceClaim”) which could give rise to a right to indemnification under this Agreement), the Party receiving such party (the “Indemnified Party”) notice shall give Operating Agreement the other Party prompt written notice to the party or parties who may become obligated to provide indemnification hereunder of such Claim (the a “Indemnifying PartyNotice of Claim”). Such notice Notice of Claim shall specify in reasonable detail the basis principal facts known to such Party which give rise to such Notice of Claim and amountthe amount of the liability claimed with respect thereto. If the facts giving rise to any such claim for indemnification shall involve any actual, if ascertainablethreatened or possible Claim or demand by any third person against an Indemnitee, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party shall contest or defend such Claim at its expense and through counsel of its indemnification obligations under this Agreementown choosing and may settle any such Claim in its sole discretion provided that such settlement does not require any admission, unless action or payment by an Indemnitee (other than the Indemnified Party establishes execution of documents or other instruments which are not in conflict with the foregoing). Except as set forth below, such Indemnitee shall not make any settlement of any Claim that would give rise to liability on the part of the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining under this Agreement without the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any the Indemnifying Party undertakes shall within a reasonable time fail to compromise contest or defend any asserted liabilitysuch Claim properly notified by such Indemnitee, then the Indemnitee may defend or settle the Claim in its sole discretion and such Indemnifying Party will pay the actual attorneys fees and expenses (in addition to its other indemnification obligations) of such Indemnitee incurred in the course of either defending or settling the Claim itself or if any judgment is rendered against such Indemnitee with respect to such Claim or if enforcement of a judgment is sought against such Indemnitee. Further, if any judgment is rendered or enforcement is so sought against such Indemnitee with respect to a Claim for which it is to be indemnified hereto, such Indemnitee shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with offer the Indemnifying Party the opportunity to contest, defend or appeal such Claim, as the case may be, and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by if the Indemnifying PartyParty shall not so contest, provided defend or appeal such costs and expenses have been previously approved by the Indemnifying Party. In any eventClaim, the Indemnified Party Indemnitee shall have the right at its own expense to participate in contest, defend or appeal such Claim and settle such Claim and seek indemnification against the defense of an asserted liabilityIndemnifying Party pursuant to the terms hereof.

Notice and Opportunity to Defend. Promptly after If there occurs an event that a party asserts is an indemnifiable event pursuant to Section 8.2 or 8.3, the receipt by Buyer parties seeking indemnification shall promptly notify the other parties obligated to provide indemnification (collectively, the "Indemnifying Party"). If such event involves (a) any Claim or (b) the Company and/or the Seller of notice commencement of any action, proceedingsuit or proceeding by a third person, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could the party seeking indemnification will give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give Indemnifying Party prompt written notice to of such Claim or the party commencement of such action, suit or parties who may become obligated proceeding, provided, however, that the failure to provide indemnification hereunder (the “Indemnifying Party”). Such prompt notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action, suit or proceeding shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its optionbe entitled to participate therein and, to compromise or defend the claimextent that it desires to do so, at its own expense and by its own counselto assume the defense thereof, and otherwise control any with counsel reasonably satisfactory to such matter involving party seeking indemnification and, after notice from the asserted liability Indemnifying Party to such party seeking indemnification of such election so to assume the Indemnified Partydefense thereof, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party seeking indemnification hereunder for any costs attorneys' fees or any other expenses, in each case subsequently incurred by such party, in connection with the defense of settlement incurred without the written consent of the Indemnifying Partysuch action, suit or proceeding. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party The party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Partyaction, provided such costs and expenses have been previously approved by the Indemnifying Partysuit or proceeding. In any event, the Indemnified Party party seeking indemnification shall have the right to participate at its own expense to participate in the defense of such action, suit or proceeding. In no event shall an asserted liabilityIndemnifying Party be liable for any settlement or compromise effected without its prior consent.

Notice and Opportunity to Defend. Promptly after If there occurs an event which a party (an "Indemnified Party") asserts is an indemnifiable event pursuant to Section 8.1(a), the receipt by Buyer Indemnified Party shall notify the Purchaser promptly. If such event involves (i) any claim or (ii) the Company and/or the Seller of notice commencement of any actionaction or proceeding by a third person, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could the Indemnified Party will give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give Purchaser prompt written notice to of such claim or the party commencement of such action or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”)proceeding. Such notice shall specify in reasonable detail be a condition precedent to any liability of the basis and amountPurchaser hereunder; provided, if ascertainablehowever, of any claim that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party Purchaser of its indemnification obligations under this Agreementhereunder only to the extent that such failure prejudices the Purchaser hereunder. In case any such action shall be brought against any Indemnified Party and it shall notify the Purchaser of the commencement thereof, unless the Purchaser shall be entitled to participate therein and, to the extent that it shall elect, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party establishes that and, after notice from the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure Purchaser to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party of such election so to assume the defense thereof, the Purchaser shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party for any legal expenses of its intention to do so, and other counsel or any other expenses subsequently incurred by such party in connection with the defense thereof. The Indemnified Party agrees to cooperate fully with the Indemnifying Party Purchaser and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the The Indemnified Party shall have the right to participate at its own expense to participate in the defense of an such asserted liability. The Purchaser shall not consent to the entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such claim.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an event that a -------------------------------- party asserts is an indemnifiable event pursuant to Section 12.2(a) or the Company and/or the Seller of notice of any action12.2(b), proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification shall notify the other party or parties obligated to provide indemnification hereunder (the “"Indemnifying Party”)") promptly. Such notice shall specify in reasonable detail If such event involves (i) any claim or (ii) the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided, however, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have be entitled to participate therein or, following the right, at its optiondelivery by the Indemnifying Party to the party or parties seeking indemnification of the Indemnifying Party's acknowledgment in writing that the relevant Loss is an indemnified liability hereunder, to compromise assume the defense thereof, with counsel selected by the Indemnifying Party and, after notice from the Indemnifying Party to such party or defend parties seeking indemnification of such election so to assume the claimdefense thereof, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party or parties seeking indemnification hereunder for any costs legal expenses of other counsel or any other expenses subsequently incurred by such party or parties in connection with the defense thereof. The Indemnifying Party and the party seeking indemnification agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement incurred of any such action or asserted liability. The party or parties seeking indemnification shall have the right to participate at their own expense in the defense of such action or asserted liability. If the Indemnifying Party assumes the defense of an action (A) no settlement or compromise thereof may be effected (1) by the Indemnifying Party without the written consent of the Indemnifying Party. If indemnified party (which consent shall not be unreasonably withheld or delayed) unless (x) there is no finding or admission of any violation of law or any violation of the rights of any person by any indemnified party and no adverse effect on any other claims that may be made against any indemnified party and (y) all relief provided is paid or satisfied in full by the Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify (2) by the Indemnified Party indemnified party without the consent of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in (B) the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in indemnified party may subsequently assume the defense of such action if a court of competent jurisdiction determines that the Indemnifying Party is not vigorously defending such action. In no event shall an asserted liabilityIndemnifying Party be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed).

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a Party hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreementpursuant to Section 8.1, such party Party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder other Party (the “Indemnifying lndemnifying Party”). Such ) written notice shall specify describing the claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly in the manner provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this AgreementSection 8, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party’s ability to defend such claim. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control of any such matter involving the asserted liability of the Indemnified PartyParty seeking such indemnification, except as provided that below. The Indemnifying Party shall promptly (and in any such compromise or control shall be subject to obtaining the prior written consent event not less than [**] days after receipt of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly ’s original notice) notify the Indemnified Party in writing of its intention to do sosuch claim, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by . If the Indemnifying Party elects in writing not to defend the asserted liability, or fails to notify the Indemnified Party of its election as herein provided, or fails to admit its obligation to indemnify under this Agreement with respect to the claim following a written request of the Indemnified Party. In , or, if in the reasonable opinion of counsel to the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party in any eventmanner, the Indemnified Party shall have the right right, at its option, to defend such asserted liability by its own expense to participate counsel and its reasonable costs and expenses shall be included as part of the indemnification obligation of the Indemnifying Party hereunder. Notwithstanding the foregoing, neither the Indemnifying Party nor the [**] Certain information in this document has been omitted and filed separately with the defense of an asserted liabilitySecurities and Exchange Commission.

Notice and Opportunity to Defend. Promptly after If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 7.2 or 7.3, the receipt by Buyer party seeking indemnification (the "Claiming Party") shall promptly notify the other party obligated to provide indemnification (the "Indemnifying Party"). If such event involves (a) any Claim, or (b) the Company and/or the Seller of notice commencement of any action, proceedingsuit or proceeding by a third person, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could the Claiming Party will give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give Indemnifying Party prompt written notice to of such Claim or the party commencement of such action, suit or parties who may become obligated proceeding, PROVIDED, HOWEVER, that the failure to provide indemnification hereunder (the “Indemnifying Party”). Such prompt notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action, suit or proceeding shall be brought against a Claiming Party and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its optionbe entitled to participate therein and, to compromise or defend the claimextent that it desires to do so, at its own expense and by its own counselto assume the defense thereof, and otherwise control any with counsel reasonably satisfactory to the Claiming Party and, after notice from the Indemnifying Party to the Claiming Party of such matter involving election so to assume the asserted liability of defense thereof, the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the Claiming Party hereunder for any costs attorneys' fees or any other expenses, in each case subsequently incurred by the Claiming Party, in connection with the defense of settlement incurred without the written consent of the Indemnifying Partysuch action, suit or proceeding. If any Indemnifying The Claiming Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Partyaction, provided such costs and expenses have been previously approved by the Indemnifying Partysuit or proceeding. In any event, the Indemnified Claiming Party shall have the right to participate at its own expense to participate in the defense of such action, suit or proceeding. In no event shall an asserted liabilityIndemnifying Party be liable for any settlement or compromise effected without its prior consent.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an event which a party asserts is an indemnifiable event pursuant to Sections 8.1(a), 8.1(b) or the Company and/or the Seller of notice of any action6.15, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification (the "Indemnified Party") shall notify the other party or parties obligated to provide indemnification hereunder (the “"Indemnifying Party”)") promptly. Such notice shall specify in reasonable detail If such event involves (i) any claim or (ii) the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided, however, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure materially prejudices the Indemnifying Party either had knowledge hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced commencement thereof, the Indemnifying Party shall be entitled to participate therein and to assume the defense thereof, with counsel selected by the failure Indemnifying Party and, after notice from the Indemnifying Party to give notice such party or parties seeking indemnification of such election so to assume the Circumstancedefense thereof, the Indemnifying Party shall not be liable to the party or parties seeking indemnification hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by such party or parties in connection with the defense thereof; provided, however, that Sellers shall assume the defense of all Asbestos Liabilities. The Indemnifying Party and the Indemnified Party shall cooperate in the defense of such third party claims. The Indemnifying Party and the party seeking indemnification agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement of any such action or asserted liability. The party or parties seeking indemnification shall have the right, right to participate at its option, to compromise or defend the claim, at its their own expense in the defense of such action or asserted liability; and if requested by its own counsel, and otherwise control the Indemnified Party in respect of any such matter involving the action or asserted liability that would reasonably be expected to exceed the applicable Cap or have a material adverse effect on the Indemnified Party's business, the Indemnifying Party shall not make any material decision (procedural or otherwise) in respect of material aspects of the defense of such action without the participation and prior written consent (such consent not to be unreasonably withheld or delayed) of the Indemnified Party, provided that any such . If the Indemnifying Party assumes the defense of an action (A) no settlement or compromise or control shall thereof may be subject to obtaining effected (i) by the prior Indemnifying Party without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld. An withheld or delayed) unless (x) there is no finding or admission of any violation of law or any violation of the rights of any Person by any Indemnified Party and no adverse effect on any other claims that may be made against any Indemnified Party, (y) all relief provided is paid or satisfied in full by the Indemnifying Party shall and (z) such settlement or compromise would not be liable for any costs of settlement incurred have a material adverse effect upon the Indemnified Party or (ii) by the Indemnified Party without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify ; and (B) the Indemnified Party may subsequently assume the defense of its intention to do so, and the Indemnified Party agrees to cooperate fully with such action if a court of competent jurisdiction determines that the Indemnifying Party and its counsel in the compromise of or defense against any is not vigorously defending such asserted liabilityaction. All costs and expenses incurred in connection with such cooperation shall be borne by If the Indemnifying Party, provided such costs and expenses have been previously approved by Party fails to assume the Indemnifying Party. In any eventdefense of a third party claim, the Indemnified Party shall have the right at its own expense to participate in may assume the defense of any such claim with counsel selected by the Indemnified Party. In no event shall an asserted liabilityIndemnifying Party be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed). To the extent that there is any conflict between the procedures set forth in this Section 8.1(e) and those set forth in Section 6.15, the procedures set forth in Section 6.15 shall govern.

Notice and Opportunity to Defend. Promptly after In the receipt by Buyer or the Company and/or the Seller of notice of event that any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right party shall become entitled to indemnification under this Agreement, such whether due to the assertion of a claim by any third party or otherwise, the party entitled to indemnification hereunder (the “"Indemnified Party”") shall give prompt written notice to promptly notify the party or parties who may become obligated responsible to provide indemnification hereunder (the “"Indemnifying Party”). Such notice shall specify ") specifying in reasonable detail the basis and amount, if ascertainable, of any facts underlying the claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstancefor indemnification. The Indemnifying Party shall not be relieved of its responsibility to provide indemnification under this Agreement due to any failure of the Indemnified Party to provide timely notice of a claim for indemnification hereunder unless the delay in providing such notice shall have materially compromised the right, at its option, Indemnifying Party's ability to compromise or fully and adequately defend the claim. Within ten (10) business days following the receipt of a claim for indemnification from any Indemnified Party hereunder, the Indemnifying Party shall notify the Indemnified Party as to whether the Indemnifying Party will assume the defense of any third party claim underlying the claim for indemnification hereunder. In the event that the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall be entitled to fully control the defense of the claim and to settle, negotiate or compromise the claim, so long as any such settlement or compromise does not result in any injunctive or similar non-monetary judgment against the Indemnified Party that has any ongoing effect and so long as the Indemnified Party is fully indemnified against any monetary judgment arising from such claim. Upon notice thereof to the Indemnifying Party, the Indemnified Party shall be entitled, at its own the expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, monitor and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilitythe indemnified claim, subject to the control of the Indemnifying Party.

Notice and Opportunity to Defend. Promptly after If there occurs an event which either party asserts is an indemnifiable event pursuant to Sections 8.6, 12.1 or 12.2 hereof, the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to party seeking indemnification under this Agreement, such party (the “Indemnified Party”"Indemnitee") shall give prompt written notice to notify the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”)"Indemnitor") promptly. Such If such event involves any claim or the commencement of any action or proceeding by a third person, the Indemnitee shall give the Indemnitor written notice of such claim or the commencement of such action or proceeding. The notice shall specify in reasonable detail describe the claim, the amount thereof if known and quantifiable, and the basis and amounttherefor. Delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if ascertainableat all, that is prejudiced by reasons of any claim that would be based upon the Circumstancesuch delay or failure. The failure Indemnitor shall be entitled to give such notice promptly shall relieve the Indemnifying Party assume and control (with counsel of its indemnification obligations choice) the defense of such matter at the Indemnitor's expense by sending written notice of its election to do so within 30 days after receiving written notice from the Indemnitee; provided, that Indemnitor shall not have the right to assume a claim if (i) the named parties to any such action (including any impleaded parties) include both the Indemnitee and the Indemnitor and (ii) the Indemnitor shall have been advised by counsel in writing that under this Agreementapplicable standards of professional responsibility, unless a conflict will arise in the Indemnified Party establishes that event both the Indemnifying Party either had knowledge of Indemnitee and the Circumstance or was not prejudiced Indemnitor are represented by the failure same counsel with respect to give notice of the Circumstance. The Indemnifying Party claim, in which case the Indemnitee shall have the right, at its option, right to compromise or defend participate in the claim, at its own expense defense of such claim and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control all expenses in connection therewith shall be subject to obtaining reimbursed by the prior written consent of the Indemnified Party which shall not be unreasonably withheldIndemnitor. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party The Indemnitee agrees to cooperate fully with the Indemnifying Party Indemnitor and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Indemnitee shall have the right to participate with separate counsel, if it desires, at its own expense to participate in the defense of an such asserted liability. Any compromise of such asserted liability by the Indemnitor shall require the prior written consent of the Indemnitee which shall not be unreasonably withheld; provided no such consent shall be necessary as long as it is a monetary settlement which provides a release of the Indemnitee with respect to such matter. If, however, the Indemnitee refuses its consent to a bona fide offer of settlement which the Indemnitor wishes to accept, the Indemnitee may continue to pursue such matter, free of any participation by the Indemnitor, at the sole expense of the Indemnitee. In such event, the obligation of the Indemnitor to the Indemnitee shall be equal to the lesser of (i) the amount of the offer of settlement which the Indemnitee refused to accept plus the costs and expenses of the Indemnitee prior to the date the Indemnitor notifies the Indemnitee of the offer of settlement, and (ii) the actual out-of-pocket amount the Indemnitee is obligated to pay as a result of the Indemnitee's continuing to pursue such matter. The Indemnitor shall be entitled to recover from the Indeminitee any additional expenses incurred by the Indemnitor as a result of the decision of the Indemnitee to pursue such matter. If the Indemnitor shall not have assumed the defense of such claim within the 30 day period, the Indemnitee may assume the defense of such claim with counsel of its choice but may not settle or compromise such claim without the consent of the Indemnitor, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a party hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, pursuant to Section 9.1. such party (the “"Indemnified Party”") shall give prompt the other party (the "Indemnifying Party") written notice to describing the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly in the manner provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this AgreementSection, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party's ability to defend such claim. The Indemnifying Party shall have the right, at its option, to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any party seeking such compromise or control shall be subject to obtaining indemnification. If the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes undertake to compromise or defend any such asserted liability, it shall promptly (and in any event not less than 10 days after receipt of the Indemnified Party's original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend the asserted liability, provided fails to notify the Indemnified Party of its election to compromise or defend as herein provided, fails to admit its obligation to indemnify under this Agreement with respect to the claim, or, if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party in any manner, the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs and expenses have been previously approved by shall be included as part of the indemnification obligation of the Indemnifying PartyParty hereunder. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense to participate expense, in the defense of an asserted liability.the

Notice and Opportunity to Defend. Promptly after If there occurs an event which a -------------------------------- party asserts is an indemnifiable event pursuant to Section 6.2 or 6.3, the receipt by Buyer party seeking indemnification shall promptly notify the other parties obligated to provide indemnification (collectively, the "Indemnifying Party"). If such event involves (a) any Claim, or (b) the Company and/or the Seller of notice commencement of any action, proceedingsuit or proceeding by a third person, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could the party seeking indemnification will give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give Indemnifying Party prompt written notice to of such Claim or the party commencement of such action, suit or parties who may become obligated proceeding; provided, however, that the failure to provide indemnification hereunder (the “Indemnifying Party”). Such -------- ------- prompt notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action, suit or proceeding shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its optionbe entitled to participate therein and, to compromise or defend the claimextent that it desires to do so, at its own expense to assume and by its own counselcontrol the defense thereof, and otherwise control any with counsel reasonably satisfactory to such matter involving party seeking indemnification and, after notice from the asserted liability Indemnifying Party to such party seeking indemnification of such election so to assume the Indemnified Partydefense thereof, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party seeking indemnification hereunder for any costs attorneys' fees or any other expenses, in each case subsequently incurred by such party, in connection with the defense of settlement incurred without the written consent of the Indemnifying Partysuch action, suit or proceeding. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to The party seeking indemnification will cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Partyaction, provided such costs and expenses have been previously approved by the Indemnifying Partysuit or proceeding. In any event, the Indemnified Party party seeking indemnification shall have the right to participate at its own expense to participate in the defense of such action, suit or proceeding, provided the indemnifying party shall control such defense. In no event shall an asserted liabilityIndemnifying Party be liable for any settlement or compromise effected without its prior consent. ________ = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a Party hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreementpursuant to Section 11.1 or 11.2, above, such party Party (the “"Indemnified Party”") shall will give prompt the other Party (the "Indemnifying Party") written notice to describing the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly shall in the manner provided herein will not relieve the Indemnifying Party of its indemnification obligations under this AgreementArticle 11, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party's ability to defend such claim. The Indemnifying Party shall will have the right, at its option, to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified PartyParty seeking such indemnification; provided, provided however, that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs may do so under a reservation of settlement incurred without rights with respect to the written consent of obligation to indemnify. If the Indemnifying Party. If any Indemnifying Party undertakes will undertake to compromise or defend any such asserted liability, it shall will promptly (and in any event not less than ten (10) days after receipt of the Indemnified Party's original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense defend against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall will be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by Party subject to the Indemnifying Party's reservation of rights. If the Indemnifying Party elects not to compromise or defend the asserted liability, fails to notify the Indemnified Party of its election to compromise or defend as herein provided, fails to admit its obligation to indemnify under this Agreement with respect to the claim, or, if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party in any manner, the Indemnified Party will have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs, expenses, and any payment made therewith will be included as part of the indemnification obligation of the Indemnifying Party hereunder, subject to the Indemnifying Party's reservation of rights. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim without consent of the other; provided, however, that consent to settlement or compromise will not be unreasonably withheld. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense to participate expense, in the defense of an such asserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party will make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, however, any such books, records or other documents within the control of the Indemnified Party which are made available to the Indemnifying Party hereunder will be held in strict confidence by the Indemnifying Party and will be disclosed by the Indemnified Party to the Indemnifying Party only to the extent that such books, records or other documents relate to the claim. Notwithstanding anything to the contrary in this Section 11.3, (a) the Party conducting the defense of a claim will (1) keep the other Party informed on a reasonable and timely basis as to the status of the defense of such claim (but only to the extent such other Party is not participating jointly in the defense of such claim), and (2) conduct the defense of such claim in a prudent manner, and (b) the Indemnifying Party will not cease to defend, settle or otherwise dispose of any claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld).

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a party hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, pursuant to Section 7.1. such party (the “Indemnified Party”"INDEMNIFIED PARTY") shall give prompt written notice to the indemnifying party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such "INDEMNIFYING PARTY") written notice shall specify describing the claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly in the manner provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this AgreementSection, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the (i) such failure to give notice materially prejudices the Indemnifying Party's ability to defend such claim or (ii) such notice is not given prior to thirty (30) months following any termination of this Agreement, or, if such notice relates to any obligation that survives the termination of this Agreement, prior to the first anniversary of the Circumstancetermination of such obligation. The Indemnifying Party shall have the right, at its option, to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any party seeking such compromise or control shall be subject to obtaining indemnification. If the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes undertake to compromise or defend any such asserted liability, it shall promptly (and in any event not less than ten (10) days after receipt of the Indemnified Party's original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend the asserted liability, provided fails to notify the Indemnified Party of its election to compromise or defend as herein provided, fails to admit its obligation to indemnify under this Agreement with respect to the claim, or, if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief that could materially adversely affect the ongoing business of the Indemnified Party in any manner, the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs and expenses have been previously approved by shall be included as part of the indemnification obligation of the Indemnifying PartyParty hereunder. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense to participate expense, in the defense of an such asserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Notwithstanding anything to the contrary in this Section 7.2, (i) the party conducting the defense of a claim shall (A) keep each of the other parties informed on a reasonable and timely basis as to the status of the defense of such claim (but only to the extent such other party is not participating jointly in the defense of such claim), and (B) conduct the defense of such claim in a prudent manner, and (ii) the Indemnifying Party shall not cease to defend, settle or otherwise dispose of any claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld).

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 8.1(a) or the Company and/or the Seller of notice of any action8.1(b) hereof, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification shall promptly notify the other party obligated to provide indemnification hereunder pursuant hereto (the “"Indemnifying Party”"). Such notice shall specify in reasonable detail If such event involves any claim or the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided, however, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its optionbe entitled to participate therein and, to compromise or defend the claimextent that it shall wish, at its own expense and by its own counselto assume the defense thereof and, and otherwise control any after notice from the Indemnifying Party to such matter involving party seeking indemnification of such election so to assume the asserted liability of defense thereof, the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party seeking indemnification hereunder for any costs legal expenses of settlement other legal counsel or any other expenses subsequently incurred without by such party in connection with the written consent of the Indemnifying Partydefense thereof. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party The party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party The party seeking indemnification shall have the right to participate at its own expense to participate in the defense of an such asserted liability. In no event shall an Indemnifying Party be liable for any settlement effected without its prior written consent.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of a) If there occurs an event which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the an “Indemnified Party”) asserts is an indemnifiable event pursuant to Section 11.2 or Section 11.3, the Indemnified Party shall give prompt written notice to notify the other party or parties who may become obligated to provide indemnification hereunder (the an “Indemnifying Party”)) promptly. If such event involves (i) any claim or (ii) the commencement of any action or proceeding by a third Person, the Indemnified Party will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding. Such notice shall specify in reasonable detail be a condition precedent to any liability of the basis and amountIndemnifying Party hereunder; provided, if ascertainablehowever, of any claim that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreementhereunder only to the extent that such failure materially prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, unless the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party establishes that and, after notice from the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An of such election so to assume the defense thereof, the Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party for any legal expenses of its intention to do so, other counsel or any other expenses subsequently incurred by such party in connection with the defense thereof. 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. The Indemnified Party agrees to reasonably cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the The Indemnified Party shall have the right to participate at its own expense to participate in the defense of an such asserted liability.

Notice and Opportunity to Defend. Promptly after the receipt If a claim for Losses (a -------------------------------- "Claim") is to be made by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to party seeking indemnification under this Agreementhereunder, such party seeking indemnification (the “Indemnified Party”"Indemnitee") shall give prompt written notice to notify the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”"Indemnitor") promptly. If such event involves any claim, or the commencement of any action or proceeding, by a third person (a "Third Party Claim"), the Indemnitee shall give the Indemnitor written notice of such claim or the commencement of such action or proceeding. Delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if at all, that it is prejudiced by reasons of such delay or failure. The Indemnitor shall have a period of 30 days within which to respond thereto. The Indemnitor may, within such 30-day period, elect to undertake full responsibility for the defense or compromise of such Third Party Claim. Such defense will be conducted by reputable attorneys retained by the Indemnitor at the Indemnitor's cost and expense. If the Indemnitor fails to assume the defense of such matter within said 30-day period, the Indemnitee against which such matter has been asserted will (upon delivering notice shall specify in reasonable detail to such effect to the basis and amount, if ascertainable, Indemnitor) have the right to undertake the defense of any claim that would be based upon such matter on behalf of the CircumstanceIndemnitee. The failure Indemnitee agrees to give cooperate fully with the Indemnitor and its counsel in the defense against any such notice promptly shall relieve Third Party Claim. In any event, the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party Indemnitee shall have the right, at its option, right to compromise or defend the claim, participate at its own expense and by its own counsel, and otherwise control any in the defense of such matter involving the asserted liability. Any compromise of such asserted liability of by the Indemnified Party, provided that any such compromise or control Indemnitor shall be subject to obtaining require the prior written consent of the Indemnified Party Indemnitee, which consent will not be unreasonably withheld and in the event the Indemnitee defends any such asserted liability, then any compromise of such asserted liability by the Indemnitee shall require the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld. An Indemnifying The Indemnitor and the Indemnity shall cooperate in determining the validity of any Third Party shall not be liable Claim for any costs Loss for which a claim of settlement incurred without the written consent of the Indemnifying Partyindemnification may be made hereunder. If any Indemnifying Party undertakes Each party shall also use all reasonable efforts to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilityminimize all Losses.

Notice and Opportunity to Defend. Promptly after If either party becomes aware of a -------------------------------- matter which it believes may be indemnifiable pursuant to Sections 9.1 or 9.2, the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim party seeking indemnification (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”"Indemnitee") shall give prompt written notice to the other party or parties who may become obligated to provide indemnification hereunder (the “"Indemnifying Party”)") prompt written notice of such matter. If such matter involves (i) any claim or (ii) the commencement of any action or proceeding by a third person, the Indemnitee shall give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceedings. Such notice shall specify in reasonable detail the basis and amount, if ascertainable, be a condition precedent to any liability of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstancehereunder. The Such Indemnifying Party shall have a period of 15 days within which to respond to such notice. If such Indemnifying Party accepts responsibility within such 15-day period, such Indemnifying Party may handle, defend or pay the right, at its option, to compromise or defend the claimliability for any such matter, at its own expense and by its own counselcounsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnitee, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not promptly provide the Indemnitee with such written confirmations as may be liable for any costs of settlement incurred without reasonably required by the written consent of Indemnitee to assure that the Indemnifying Party. If any Party will assume, and be responsible for, the entire liability for which Indemnifying Party undertakes is responsible hereunder, subject to compromise or defend any the limitation in Section 9.6. The Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party . The Indemnitee agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs It is provided, however, that any compromise settlement of such asserted liability by the Indemnifying Party shall require the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld. In the case of any indemnity obligation relating to taxes, if the Indemnitee withholds such consent and the Indemnifying Party believes such withholding of consent to be unreasonable, then a determination of the reasonableness of such consent and withholding shall be made by an Arbitrator (as described below), the expenses incurred in connection with such cooperation and fees of whom shall be borne by the parties equally. The Arbitrator shall be a tax partner of a Big 5 certified public accounting firm who is agreeable to both parties. The decision of the Arbitrator shall be final and binding on both parties with respect to the reasonableness of the Indemnitee's decision not to accept the settlement offer by Indemnifying Party. Should the Arbitrator decide that Indemnitee's position is reasonable, provided the settlement offer will be declined by both parties. The Arbitrator shall be selected by the good faith agreement of the parties within 30 days after written notice of one party to the other of their disagreement. Arbitration shall be held at an agreed upon location within 30 days from the selection of the Arbitrator. In the case of any indemnity obligation other than the one relating to Taxes or in the case in which the Arbitrator of a Tax issue described above decides that Indemnitee's position is unreasonable, if the Indemnitee refuses its consent to a bona fide offer of settlement which the Indemnifying Party ---- ---- wishes to accept, the Indemnifying Party may tender such costs and expenses have been previously approved matter to Indemnitee to be handled, free of any further participation by the Indemnifying Party, at the sole expense of the Indemnitee. In any such event, the Indemnified obligation of the Indemnifying Party to the Indemnitee shall be equal to the lesser of (i) the amount of the offer of settlement which the Indemnitee refused to accept, plus the costs and expenses (payment of which is provided for hereunder) of the Indemnitee prior to the date the Indemnifying Party notifies the Indemnitee of the offer of settlement, or (ii) the actual out-of-pocket amount the Indemnitee is obligated to pay as a result of such party's continuing to pursue such matter. An Indemnifying Party shall have be entitled to recover from the Indemnitee any additional expenses incurred by such Indemnifying Party as a result of the decision of the Indemnitee to pursue such matter. If such Indemnifying Party rejects responsibility for such matter in whole or in part, or does not respond within such 15-day period to such notice described above, the Indemnitee shall be free to pursue, without prejudice to any of its rights hereunder, such remedies as may be available to such party under applicable law, including its right at its own expense to participate in the defense of an asserted liabilityindemnification hereunder.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, assertion of any claim that would be based upon by a person not a party to this Agreement with respect to which Buyer expects to make a request for indemnification hereunder, Buyer shall give the Circumstance. The failure to give indemnifying parties written notice describing such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstanceclaim in reasonable detail. The Indemnifying Party Parties shall have the right, at its their option, to compromise or defend the claimdefend, at its their own expense and by its their own counsel, and otherwise control any such matter involving the asserted liability of Buyer as to which the Indemnified PartyIndemnifying Parties shall have acknowledged their obligation to indemnify Buyer; provided, provided however, that such counsel shall be satisfactory to Buyer in the exercise of its reasonable judgment; and provided, further, however that if any such claim relates to taxes, and the resolution of such claim may have a material adverse effect on Buyer for which indemnity may not be sought hereunder, then such participation in compromise or control defense shall be subject joint. If the Indemnifying Parties shall undertake to obtaining compromise or defend any such asserted liability, they shall promptly notify Buyer of their intention to do so, and Buyer agrees to cooperate fully with the prior written consent of Indemnifying Parties and their counsel in the Indemnified Party which compromise of, or defense against, any such asserted liability and so long as the Indemnifying Parties are defending in good faith any such claim, Buyer shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred compromise or settle such claim, without the written consent of the Indemnifying PartyParties. If any Indemnifying Party undertakes Notwithstanding an election to compromise assume the defense of such action or defend any asserted liabilityproceeding, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Buyer shall have the right at its own expense to employ separate counsel and to participate in the defense of an asserted liability.such action or proceeding, and the Indemnifying Parties shall bear the reasonable fees, costs and expenses of such separate counsel (and shall pay such fees, costs and expenses at least quarterly), if (i) the use of counsel chosen

Notice and Opportunity to Defend. Promptly after the receipt If a claim for Losses (a “Claim”) is to be made by Buyer any Company Indemnified Person or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim ICFG Indemnified Person (any of which is such indemnified person, hereinafter individually referred to as a “CircumstanceClaimant”) which could give rise to a right to seeking indemnification under this Agreementhereunder, such party (Claimant shall notify the “Indemnified Party”) shall give prompt written notice to the indemnifying party or parties who may become obligated (any such indemnifying party, a “Respondent”) promptly. If such event involves (a) any claim or (b) the commencement of any action or proceeding by a third person, Claimant shall give Respondent written notice of such claim or the commencement of such action or proceeding as provided above. Delay or failure to provide indemnification hereunder (so notify Respondent shall only relieve Respondent of its obligation to the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amountextent, if ascertainableat all, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not Respondent is prejudiced by the failure to give notice reason of the Circumstancesuch delay or failure. The Indemnifying Party Respondent shall have the righta period of 30 days within which to respond thereto. If Respondent accepts responsibility or does not respond within such 30 day period, at its option, then Respondent shall be obligated to compromise or defend the claimdefend, at its own expense and by its own counselcounsel chosen by Respondent, which counsel shall be acceptable to such Company Indemnified Person or ICFG Indemnified Person, as the case may be, such matter, and otherwise control any Respondent shall provide Claimant with such assurances as may be reasonably required by Claimant to assure that Respondent will assume and be responsible for the entire liability at issue. If Respondent fails to assume the defense of such matter involving within said 30 day period, Claimant will (upon delivering notice to such effect to Respondent) have the asserted liability of right to undertake, at Respondent’s cost and expense, the Indemnified Partydefense, provided that any such compromise or control shall be subject to obtaining the prior written consent settlement of the Indemnified Party which shall not be unreasonably withheldsuch matter on behalf of such Claimant. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party The Claimant agrees to cooperate fully with the Indemnifying Party Respondent and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Claimant shall have the right to participate at its own expense to participate in the defense of an such asserted liability. Any compromise of such asserted liability by Respondent shall require the prior written consent of Claimant, which consent will not be unreasonably withheld and in the event Claimant defends any such asserted liability, then any compromise of such asserted liability by Claimant shall require the prior written consent of Respondent, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. Promptly after the receipt If a Claim for Losses is to be made by Buyer any Company Indemnified Person or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim Cycle Energy Indemnified Person (any of which is such indemnified person, hereinafter individually referred to as a “CircumstanceClaimant”) which could give rise to a right to seeking indemnification under this Agreementhereunder, such party (Claimant shall notify the “Indemnified Party”) shall give prompt written notice to the indemnifying party or parties who may become obligated (any such indemnifying party, a “Respondent”) promptly. If such event involves (a) any claim or (b) the commencement of any action or proceeding by a third person, Claimant shall give Respondent written notice of such claim or the commencement of such action or proceeding as provided above. Delay or failure to provide indemnification hereunder (so notify Respondent shall only relieve Respondent of its obligation to the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amountextent, if ascertainableat all, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not Respondent is prejudiced by the failure to give notice reason of the Circumstancesuch delay or failure. The Indemnifying Party Respondent shall have the righta period of 30 days within which to respond thereto. If Respondent accepts responsibility or does not respond within such 30 day period, at its option, then Respondent shall be obligated to compromise or defend the claimdefend, at its own expense and by its own counselcounsel chosen by Respondent, which counsel shall be acceptable to such Company Indemnified Person or Cycle Energy Indemnified Person, as the case may be, such matter, and otherwise control any Respondent shall provide Claimant with such assurances as may be reasonably required by Claimant to assure that Respondent will assume and be responsible for the entire liability at issue. If Respondent fails to assume the defense of such matter involving within said 30 day period, Claimant will (upon delivering notice to such effect to Respondent) have the asserted liability of right to undertake, at Respondent’s cost and expense, the Indemnified Partydefense, provided that any such compromise or control shall be subject to obtaining the prior written consent settlement of the Indemnified Party which shall not be unreasonably withheldsuch matter on behalf of such Claimant. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party The Claimant agrees to cooperate fully with the Indemnifying Party Respondent and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Claimant shall have the right to participate at its own expense to participate in the defense of an such asserted liability. Any compromise of such asserted liability by Respondent shall require the prior written consent of Claimant, which consent will not be unreasonably withheld and in the event Claimant defends any such asserted liability, then any compromise of such asserted liability by Claimant shall require the prior written consent of Respondent, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. (a) Promptly after the receipt by Buyer or any party hereto which is entitled to indemnification under Sections 9.1 and 9.2 (the Company and/or the Seller of "Indemnitee")of notice of any actiondemand, proceeding, claim Claim or potential claim (any of circumstances which is hereinafter individually referred to as a “Circumstance”) which could would or might give rise to a right Claim or the commencement (or threatened commencement) of any Claim (an "Asserted Liability") that may result in a Loss, the Indemnitee shall give written notice thereof (the "Claims Notice") to indemnification under this Agreement, such any other party (the “Indemnified Party”or parties) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder pursuant to Section 9.1 or 9.2 (the “"Indemnifying Party”"). Such notice shall specify in reasonable detail the basis and amount; provided, if ascertainablehowever, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice promptly shall not affect or limit the Indemnitee's obligations with respect to the Claims Notice except to the extent that it is prejudiced thereby. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasi- ble) of the CircumstanceLoss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party shall have the right, at its option, may elect to compromise settle or defend the claimdefend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to settle or defend such Asserted Liability, it shall within thirty (30) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and otherwise control the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may, at the Indemnifying Party's expense, pay, compromise, defend or take any such matter involving reasonable action with respect to such Asserted Liability. Notwithstanding the asserted liability foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any Claim over the objection of the Indemnified Partyother; provided, provided however, that any such consent to settlement or compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An In any event, the Indemnitee and the Indemnifying Party shall not be liable for any costs may participate, at their own expense, in the defense of settlement incurred without the written consent of such Asserted Liability. If the Indemnifying Party. If any Indemnifying Party undertakes chooses to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention Claim (other than a Claim brought by an Indemnitee or with respect to do so, and the Indemnified Party agrees to cooperate fully with which the Indemnifying Party and an Indemnitee are adversaries), the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its counsel control that are necessary or appropriate for such defense. Notwithstanding the foregoing, if any Indemnitee reasonably concludes that there may be defenses available to it which are different from or in the compromise of or defense against addition to those available to any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided the Indemnifying Parties shall have no right to direct the defense of such costs Asserted Liability and reasonable fees and expenses have been previously approved of separate counsel for the Indemnitee shall be paid by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.9.4

Notice and Opportunity to Defend. Promptly after the receipt If a claim for Losses (a -------------------------------- "Claim") is to be made by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to party seeking indemnification under this Agreementhereunder, such party seeking indemnification (the “Indemnified Party”"Indemnitee") shall give prompt written notice to notify the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”)"Indemnitor") promptly. Such If such event involves (a) any claim or (b) the commencement of any action or proceeding by a third person, the Indemnitee shall give the Indemnitor written notice of such claim or the commencement of such action or proceeding. Delay or failure to so notify the Indemnitor shall specify in reasonable detail only relieve the basis and amountIndemnitor of its obligations to the extent, if ascertainableat all, that it is prejudiced by reasons of any claim that would be based upon the Circumstancesuch delay or failure. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party Indemnitor shall have a period of 30 days within which to respond thereto. If the rightIndemnitor accepts responsibility or does not respond within such 30-day period, at its option, then the Indemnitor shall be obligated to compromise or defend the claimdefend, at its own expense and by its own counselcounsel chosen by the Indemnitor, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do somatter, and the Indemnified Party Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor will assume and be responsible for the entire liability at issue, subject to the limitations set forth in Sections 8.3 and 8.4 hereof. If the Indemnitor fails to assume the defense of such matter within said 30-day period, the Indemnitee against which such matter has been asserted will (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee. The Indemnitee agrees to cooperate fully with the Indemnifying Party Indemnitor and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Indemnitee shall have the right to participate at its own expense to participate in the defense of an such asserted liability. Any compromise of such asserted liability by the Indemnitor shall require the prior written consent of the Indemnitee, which consent will not be unreasonably withheld and in the event the Indemnitee defends any such asserted liability, then any compromise of such asserted liability by the Indemnitee shall require the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. Promptly after the receipt If a claim for Losses (a -------------------------------- "Claim") is to be made by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to party seeking indemnification under this Agreementhereunder, such party seeking indemnification (the “Indemnified Party”"Indemnitee") shall give prompt written notice to notify the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”)"Indemnitor") promptly. Such If such event involves (a) any claim or (b) the commencement of any action or proceeding by a third person, the Indemnitee shall give the Indemnitor written notice of such claim or the commencement of such action or proceeding. Delay or failure to so notify the Indemnitor shall specify in reasonable detail only relieve the basis and amountIndemnitor of its obligations to the extent, if ascertainableat all, that it is prejudiced by reasons of any claim that would be based upon the Circumstancesuch delay or failure. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party Indemnitor shall have a period of 30 days within which to respond thereto. If the rightIndemnitor accepts responsibility or does not respond within such 30-day period, at its option, then the Indemnitor shall be obligated to compromise or defend the claimdefend, at its own expense and by its own counselcounsel chosen by the Indemnitor, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do somatter, and the Indemnified Party Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor will assume and be responsible for the entire liability at issue, subject to the limitations set forth in Sections 8.4 and 8.5 hereof. If the Indemnitor fails to assume the defense of such matter within said 30-day period, the Indemnitee against which such matter has been asserted will (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee. The Indemnitee agrees to cooperate fully with the Indemnifying Party Indemnitor and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Indemnitee shall have the right to participate at its own expense to participate in the defense of an such asserted liability. Any compromise of such asserted liability by the Indemnitor shall require the prior written consent of the Indemnitee, which consent will not be unreasonably withheld and in the event the Indemnitee defends any such asserted liability, then any compromise of such asserted liability by the Indemnitee shall require the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. Promptly after the receipt by the Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.

Notice and Opportunity to Defend. Promptly after If there occurs an event which a party asserts is an indemnifiable event pursuant to Sections 9.1(a) or 9.1(b), the receipt by Buyer party or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to parties seeking indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to notify the other party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify ) promptly in reasonable detail writing specifying the facts constituting the basis for such claim and the amount, if ascertainableto the extent known, of the claim asserted. If such event involves (i) any third party claim or (ii) the commencement of any Proceeding by a third person (such third party claim and Proceeding hereinafter referred to collectively as a “Third Party Claim”), the party seeking indemnification will give such Indemnifying Party prompt written notice of such Third Party Claim; provided, however, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein (whether with respect to a Third Party Claim or otherwise) will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. Such notice of a Third Party Claim shall specify the facts constituting the basis for such claim and the amount, to the extent known, of the Circumstance or was not prejudiced by the failure to give notice of the Circumstanceclaim asserted. The Indemnifying Party shall have be entitled to participate therein and to assume the rightdefense thereof, at its option, to compromise or defend with counsel selected by the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Indemnifying Party, ; provided that any such compromise or control shall be subject to obtaining the prior written consent of Indemnifying Party notifies the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs in writing of settlement incurred without the written consent its election to assume such defense within twenty (20) Business Days of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify receipt of notice from the Indemnified Party of its intention such Third Party Claim. After notice from the Indemnifying Party to do sosuch party or parties seeking indemnification of such election so to assume the defense thereof, and the Indemnifying Party shall not, except as provided in this clause (e), be liable to the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its or Indemnified Parties for any legal expenses of other counsel in the compromise of or defense against any other expenses subsequently incurred by such asserted liability. All costs and expenses incurred party or parties in connection with the defense thereof; provided that, after such cooperation shall be borne by notice, the Indemnifying Party, provided regardless of whether it is otherwise required to indemnify the Indemnified Party hereunder with respect to such Third Party Claim, shall be responsible for the costs and fees of its attorneys and related litigation expenses have been previously approved incurred by it in the prosecution of the defense of such Third Party Claim. Notwithstanding the Indemnifying Party. In ’s election to so assume the defense of any eventsuch Third Party Claim, the Indemnified Party shall have the right at its own expense to employ separate counsel (including local counsel) and participate in (but not control) such defense, provided that, the Indemnifying Party shall bear the reasonable fees and expenses of such separate counsel only if (x) the defendants in any such Third Party Claim include both the Indemnified Party and the Indemnifying Party and the Indemnified Party has legal defenses available to it which are different from or additional to those available to the Indemnifying Party; provided that with respect to each Indemnified Party in such circumstance, the Indemnifying Party shall not be required to bear the fees and expenses of more than one firm of attorneys other than one firm of local counsel in each jurisdiction where the primary counsel is not admitted to practice and where local counsel is necessary, or (y) counsel for the Indemnifying Party shall authorize in writing the Indemnified Party to employ separate counsel at the expense of the Indemnifying Party. The Indemnifying Party and the Indemnified Party agree to cooperate fully (regardless of which party has assumed or is in control of the defense of such Third Party Claim and taking into account issues of attorney-client privilege) with each other and their respective counsel in connection with the defense, negotiation or settlement of any such Third Party Claim, including providing access to any relevant books and records, properties, employees, representatives and advisors. If the Indemnifying Party assumes the defense of a Third Party Claim, no settlement or compromise thereof may be effected (A) by the Indemnifying Party without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) unless (x) there is no finding or admission of any violation of law or any violation of the rights of any Person by any Indemnified Party and no adverse effect on any other third party claims that may be made against any Indemnified Party, (y) such settlement or compromise does not involve equitable or other non-monetary relief binding upon any Indemnified Party and all relief provided is paid or satisfied in full by the Indemnifying Party and (z) such settlement or compromise provides for the unconditional release of the Indemnified Party or (B) by the Indemnified Party without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed) except to the extent such settlement or compromise involves equitable or other non-monetary relief not binding on the Indemnifying Party or its Affiliates and ten (10) Business Days’ prior written notice is given to the Indemnifying Party. In the conduct of the defense of any Third Party Claim, the Indemnifying Party shall represent the interests of the Indemnified Party in good faith and in a competent and diligent matter. If at any time during the proceeding the Indemnifying Party determines that it is more likely than not that the Indemnifying Party is not responsible to indemnify the Indemnified Party hereunder for at least fifty percent (50%) of the Indemnified Party’s Losses in respect of such Third Party Claim, the Indemnifying Party shall promptly notify in writing the Indemnified Party and the Indemnified Party shall thereafter have the right to assume control of the defense of such Third Party Claim with counsel selected by the Indemnified Party (with the expense of such counsel being subject to indemnification hereunder in accordance with the terms hereof). If the Indemnifying Party elects not to assume the defense of a Third Party Claim, the Indemnified Party may assume the defense of any such Third Party Claim with counsel selected by the Indemnified Party, and the Indemnifying Party shall bear reasonable fees and expenses of such counsel. In no event shall an asserted liabilityIndemnifying Party be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed). Notwithstanding anything herein to the contrary, a claim under Section 9.1(a) or (b) to the extent relating to the breach of the representations and warranties included in Section 2.14 (Environmental Matters), or Retained Environmental Liabilities, Unknown Environmental Liabilities or Buyer Environmental Liabilities in connection with an environmental condition requiring investigation, remediation, removal or other response actions at, on, in, from or about the Real Property shall also be governed by the procedures set forth in Section 9.1(f)(iii). In the event of a conflict between the procedures of this Section 9.1(e) and Section 9.1(f)(iii), the procedures of Section 9.1(f)(iii) shall control such claims.

Notice and Opportunity to Defend. Promptly after If there occurs an event which either party asserts is an indemnifiable event pursuant to Sections 8.6, 12.1 or 12.2 hereof, the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to party seeking indemnification under this Agreement, such party (the “Indemnified Party”"Indemnitee") shall give prompt written notice to notify the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”)"Indemnitor") promptly. Such notice shall specify in reasonable detail If such event involves any claim or the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the Indemnitee shall give the Indemnitor written notice of such claim that would be based upon or the Circumstancecommencement of such action or proceeding. The failure to give such notice promptly note shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend describe the claim, at its own expense the amount thereof if known and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do soquantifiable, and the Indemnified Party basis therefor. Delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if at all, that is prejudiced by reasons of such delay or failure. The Indemnitor shall be entitled to assume and control (with counsel of its choice) the defense of such matter at the Indemnitor's expense by sending written notice of its election to do so within 30 days after receiving written notice from the Indemnitee. The Indemnitee agrees to cooperate fully with the Indemnifying Party Indemnitor and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Indemnitee shall have the right to participate with separate counsel, if it desires, at its own expense to participate in the defense of an such asserted liability. Any compromise of such asserted liability by the Indemnitor shall require the prior written consent of the Indemnitee which shall not be unreasonably withheld; provided no such consent shall be necessary as long as it is a monetary settlement which provides a release of the Indemnitee with respect to such matter. If, however, the Indemnitee refuses its consent to a bona fide offer of settlement which the Indemnitor wishes to accept, the Indemnitee may continue to pursue such matter, free of any participation by the Indemnitor, at the sole expense of the Indemnitee. In such event, the obligation of the Indemnitor to the Indemnitee shall be equal to the lesser of (i) the amount of the offer of settlement which the Indemnitee refused to accept plus the costs and expenses of the Indemnitee prior to the date the Indemnitor notifies the Indemnitee of the offer of settlement, and (ii) the actual out-of-pocket amount the Indemnitee is obligated to pay as a result of the Indemnitee's continuing to pursue such matter. The Indemnitor shall be entitled to recover from the Indemnitee any additional expenses incurred by the Indemnitor as a result of the Decision of the Indemnitee to pursue such matter. If the Indemnitor shall not have assumed the defense of such claim within the 30 day period, the Indemnitee may assume the defense of such claim with counsel of its choice but may not settle or compromise such claim without the consent of the Indemnitor, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. Promptly after (i) If there occurs an event which a Party (an "Indemnified Party") asserts is an indemnifiable event pursuant to SECTION 8.1 or SECTION 8.2, the receipt by Buyer Indemnified Party shall notify the Party from which it is seeking indemnification (an "Indemnifying Party") promptly. If such event involves (A) any claim or (B) the Company and/or the Seller of notice commencement of any actionaction or proceeding by a third Person, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could the Indemnified Party will give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give Indemnifying Party prompt written notice to of such claim or the party commencement of such action or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”)proceeding. Such notice shall specify in reasonable detail be a condition precedent to any liability of the basis and amountIndemnifying Party hereunder; PROVIDED, if ascertainableHOWEVER, of any claim that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the extent that such failure materially prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any Indemnified Party and the Indemnified Party establishes that shall notify the Indemnifying Party either had knowledge in writing of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its optionbe entitled to participate therein and, to compromise or defend the claimextent that it shall wish, at its own expense and to assume the defense thereof, with counsel selected by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An and reasonably satisfactory to the Indemnifying Party and, after written notice from the Indemnifying Party to the Indemnified Party of such election so to assume the defense thereof, the Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party for any legal expenses of its intention to do so, other counsel or any other expenses subsequently incurred by such Party in connection with the defense thereof. 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. The Indemnified Party agrees to reasonably cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such Such cooperation shall be borne by include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records that are reasonably relevant to such third party claim, provided such costs and expenses have been previously approved by making -42- employees available at the Indemnifying Party's expense (which shall include only reasonable out-of-pocket expenses actually incurred) on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. In any event, the The Indemnified Party shall have the right to participate at its own expense to participate in the defense of an such asserted liability, it being understood, however, that the Indemnifying Party shall control such defense.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of notice of If any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified PartyIndemnitee”) shall give prompt written receives notice of any claim or the commencement of any action or proceeding with respect to the which any other party or parties who may become is obligated to provide indemnification hereunder (the “Indemnifying Party”). Such ) pursuant to Section 9.1 or 9.2, the Indemnitee shall promptly, (and in any event within five (5) business days after receiving notice shall specify in reasonable detail of the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to claim) give such notice promptly shall relieve the Indemnifying Party notice thereof; provided, however, that the failure to deliver such notice shall not be a condition precedent to any liability of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of under the Circumstance or was not prejudiced by provisions for indemnification contained in this Agreement except to the extent the failure to give deliver such notice of prejudices the CircumstanceIndemnifying Party’s ability to defend such proceeding. The Indemnifying Party shall have the rightmay compromise and defend, at its option, to compromise or defend the claim, at its such Indemnifying Party’s own expense and by its such Indemnifying Party’s own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying PartyIndemnitee. In any event, the Indemnified Indemnitee, the Indemnifying Party and the Indemnifying Party’s counsel shall have cooperate in the right compromise of, or defense against, any such asserted liability; provided, however, that Indemnitee shall not compromise or settle any such matter without Indemnifying Party’s prior written consent. The Indemnitee, at its own expense expense, can choose to have its counsel participate in the defense of an such asserted liability, provided, however, the Indemnifying Party’s counsel shall control such defense. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate to such defense.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of notice of If any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification party seeking indemnity under this Agreement, such party Agreement (the “Indemnified Party”) has notice of facts or circumstances that could reasonably result in a claim for indemnification under this ARTICLE VIII, then such Indemnified Party shall give prompt written notice of any such claim to the party or parties who may become obligated to provide from whom indemnification hereunder is being sought (the “Indemnifying Party”). Such notice shall specify No delay by the Indemnified Party in reasonable detail the basis and amount, if ascertainable, delivery of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall will relieve the Indemnifying Party of its indemnification obligations from any obligation under this AgreementARTICLE VIII, unless except to the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance extent such delay materially compromises or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control prejudices any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent right of the Indemnifying Party. If any The Indemnifying Party undertakes may participate in the defense of any such claim. The Indemnifying Party may also control the defense of the Indemnified Party against any such claim if: (i) the Indemnifying Party gives written notice to compromise the Indemnified Party that the Indemnifying Party intends to undertake such defense; (ii) the claimant making each claim seeks only monetary damages and does not seek an injunction or defend any asserted liabilityother equitable relief; and (iii) the Indemnified Party has not been advised by counsel that an actual conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the claim. If the Indemnifying Party assumes control of the defense of a claim, it shall promptly notify the Indemnified Party may participate in such defense at its own expense. If the Indemnifying Party (i) has not notified the Indemnified Party of its intention to do socontrol the defense of the claim within ten (10) Business Days after delivery by the Indemnified Party of notice of any such claim; or (ii) is not entitled to assume the defense, the Indemnified Party may (without further notice to the Indemnifying Party) defend such claim, and the Indemnified Indemnifying Party agrees shall nonetheless be responsible for the Losses to cooperate fully with the fullest extent Table of Contents provided by this ARTICLE VIII, but the Indemnifying Party and its counsel may elect to participate in the compromise of such proceedings, negotiations or defense against at any such asserted liabilitytime at its own expense. All costs and expenses incurred in connection with such cooperation No Indemnified Party shall be borne by settle or attempt to settle any third party claim without the consent of the Indemnifying Party, provided such costs and expenses have been previously approved by which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall settle or attempt to settle any claim it is defending under this Section 8.3 without the Indemnifying prior consent of the Indemnified Party. In any event, which consent shall not be unreasonably withheld, delayed or conditioned, unless the settlement provides for no relief other than monetary damages for which the Indemnified Party shall have will be fully indemnified under this ARTICLE VIII and an unconditional release of the right at its own expense to participate in the defense of an asserted liabilityIndemnified Party.

Notice and Opportunity to Defend. Promptly after If there occurs an event which any Party asserts is an indemnifiable event, the receipt by Buyer or Party seeking indemnification shall notify the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become Party obligated to provide indemnification hereunder (the “"Indemnifying Party”)") promptly. If such event involves (i) any claim or (ii) the commencement of any action or proceeding by a third person, the Party seeking indemnification will give such Indemnifying Party written notice of such claim or the commencement of such action or proceeding. Such notice shall specify in reasonable detail the basis and amount, if ascertainable, be a condition precedent to any liability of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstancehereunder. The Such Indemnifying Party shall have the righta period of thirty (30) days within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30) day period, at its option, such Indemnifying Party shall be obligated to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving counsel chosen by the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without provide reasonably satisfactory to the written consent of Party seeking indemnity, such matter and the Indemnifying PartyParty shall provide the Party seeking indemnification with such assurances as may be reasonably required by the latter to assure that the Indemnifying Party will assume, and be responsible for, the entire liability issue. If any such Indemnifying Party undertakes does not respond within such thirty (30) day period and rejects responsibility for such matter in whole or in part, the Party seeking indemnification shall be free to compromise or defend pursue, without prejudice to any asserted liability, it shall promptly notify the Indemnified Party of its intention rights hereunder, such remedies as may be available to do so, and the Indemnified such Party under applicable law. The Party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred In any event, the Party seeking indemnification shall have the right to participate at its own expense in connection with the defense of such cooperation asserted liability. Any compromise of such asserted liability by the Indemnifying Party shall be borne require the prior written consent of the Party seeking indemnification. If, however, the Party seeking indemnification refuses its consent to a bona fide offer of settlement which the Indemnifying Party wishes to accept, the Party seeking indemnification may continue to pursue such matter, free of any participation by the Indemnifying Party, provided at the sole expense of the Party seeking indemnification. In such event, the obligation of the Indemnifying Party to the Party seeking indemnification shall be equal to the lesser of (i) the amount of the offer of settlement which the Party seeking indemnification refused to accept plus the costs and expenses have been previously approved by of such Party prior to the date the Indemnifying Party notifies the Party seeking indemnification of the offer of settlement and (ii) the actual out-of-pocket amount the Party seeking indemnification is obligated to pay as a result of such Party's continuing to pursue such an offer. In any event, the Indemnified An Indemnifying Party shall have be entitled to recover from the right at its own expense Party seeking indemnification any additional expenses incurred by such Indemnifying Party as a result of the decision of the Party seeking indemnification to participate in the defense of an asserted liabilitypursue such matter.

Notice and Opportunity to Defend. Promptly Each person making a claim under this Article 12 (an "Indemnified Party") shall, promptly after the receipt by Buyer or the Company and/or the Seller of notice of the commencement of any action, proceedinginvestigation, claim or potential claim (any other proceeding against such Indemnified Party in respect of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification indemnity may be sought from the indemnifying party under this Agreement, such party Article 12 (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “"Indemnifying Party”"). Such notice shall specify , notify the Indemnifying Party in reasonable detail writing of the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancecommencement thereof. The failure of any Indemnified Party to give so notify the Indemnifying Party of any such notice promptly action shall not relieve the Indemnifying Party of its indemnification obligations from any liability which it may have to such Indemnified Party (a) other than pursuant to this Article 12 or (b) under this AgreementArticle 12 unless, unless and only to the extent that, such failure results in the Indemnifying Party's forfeiture of substantial rights or defenses. In any case in which any action, claim or other proceeding shall be brought against any Indemnified Party, and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense thereof at its own expense, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which both the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party establishes shall have the right to employ separate counsel at the expense of the Indemnifying Party and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party either had knowledge shall not be liable for the fees and expenses of the Circumstance or was not prejudiced by the failure more than one counsel to give notice of the Circumstanceall Indemnified Parties. The Each Indemnifying Party shall have the rightagrees that it will not, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining without the prior written consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party which shall not is a party thereto or has been actually threatened to be unreasonably withheldmade a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. An The Indemnifying Party shall not be liable for any costs settlement of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise claim, action or defend any asserted liability, it shall promptly notify the proceeding effected against an Indemnified Party of without its intention written consent, which consent shall not be unreasonably withheld. The rights accorded to do so, and the an Indemnified Party agrees to cooperate fully with hereunder shall be the Indemnifying Party and its counsel in the compromise exclusive remedy of such party for any Losses based upon, arising out of or defense against otherwise in respect of any inaccuracy or in breach of any representation and warranty contained in this Agreement or in any documents delivered pursuant hereto; provided, that, this provision does not limit the liability of any holder of Target Common Stock for any breach of any term of such asserted liability. All costs and expenses incurred in connection with holder's Letter of Transmittal for which each such cooperation shall holder will be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilityseverally liable.

Notice and Opportunity to Defend. Promptly after the receipt If a Claim for Losses is to be made by Buyer any Company Indemnified Person or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim Xxxxx Indemnified Person (any of which is such indemnified person, hereinafter individually referred to as a “CircumstanceClaimant”) which could give rise to a right to seeking indemnification under this Agreementhereunder, such party (Claimant shall notify the “Indemnified Party”) shall give prompt written notice to the indemnifying party or parties who may become obligated (any such indemnifying party, a “Respondent”) promptly. If such event involves (a) any claim or (b) the commencement of any action or proceeding by a third person, Claimant shall give Respondent written notice of such claim or the commencement of such action or proceeding as provided above. Delay or failure to provide indemnification hereunder (so notify Respondent shall only relieve Respondent of its obligation to the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amountextent, if ascertainableat all, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not Respondent is prejudiced by the failure to give notice reason of the Circumstancesuch delay or failure. The Indemnifying Party Respondent shall have the righta period of 30 days within which to respond thereto. If Respondent accepts responsibility or does not respond within such 30 day period, at its option, then Respondent shall be obligated to compromise or defend the claimdefend, at its own expense and by its own counselcounsel chosen by Respondent, which counsel shall be acceptable to such Company Indemnified Person or Xxxxx Indemnified Person, as the case may be, such matter, and otherwise control any Respondent shall provide Claimant with such assurances as may be reasonably required by Claimant to assure that Respondent will assume and be responsible for the entire liability at issue. If Respondent fails to assume the defense of such matter involving within said 30 day period, Claimant will (upon delivering notice to such effect to Respondent) have the asserted liability of right to undertake, at Respondent’s cost and expense, the Indemnified Partydefense, provided that any such compromise or control shall be subject to obtaining the prior written consent settlement of the Indemnified Party which shall not be unreasonably withheldsuch matter on behalf of such Claimant. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party The Claimant agrees to cooperate fully with the Indemnifying Party Respondent and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Claimant shall have the right to participate at its own expense to participate in the defense of an such asserted liability.. Any compromise of such asserted liability by Respondent shall require the prior written consent of Claimant, which consent will not be unreasonably withheld and in the event Claimant defends any such asserted liability, then any compromise of such asserted liability by Claimant shall require the prior written consent of Respondent, which consent shall not be unreasonably withheld. Share Exchange Agreement Xxxxx, Xxxxx Shareholders and Panther

Notice and Opportunity to Defend. Promptly after If there occurs an event which a Party asserts is an indemnifiable event pursuant to Section 10.01 or Section 10.03, the receipt by Buyer Party or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to Parties seeking indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to will promptly notify the party other Party or parties who may become Parties obligated to provide indemnification hereunder (the “Indemnifying Party”), which notice will specify the nature and basis of such claim and the amount thereof, to the extent known. Such If such event involves a claim or demand made by any Person (other than a Party or Affiliate of a Party) against the Indemnified Party (a “Third Party Claim”), the Indemnified Party will give such Indemnifying Party prompt written notice shall of the Third Party Claim (the “Claim Notice”), and in any event within fourteen (14) days of the receipt of such Third Party Claim, which Claim Notice will specify in reasonable detail the nature and basis of the Third Party Claim and amountthe amount thereof, if ascertainableto the extent known, and will be accompanied by copies of all relevant documentation with respect to the Third Party Claim, including any claim summons, complaint or other pleadings that would be based upon may have been served, any written demand or any other relevant document or instrument; except that the Circumstance. The failure to give provide such prompt notice promptly shall will not relieve the Indemnifying Party of its indemnification obligations under this Agreementhereunder except to the extent such failure prejudices the Indemnifying Party hereunder. In the case of a Third Party Claim, unless the Indemnifying Party will be entitled to assume the defense thereof, with counsel selected by the Indemnifying Party and, after notice from the Indemnifying Party to the Indemnified Party establishes that of such election so to assume the defense thereof, the Indemnifying Party either had knowledge will not be liable to the Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the Circumstance defense thereof (unless (i) an actual or was not prejudiced potential conflict of interest will exist between the Indemnifying Party and the Indemnified Party, as reasonably determined 72 by the failure Parties, in which case reasonable fees and expenses of separate counsel to give notice the Indemnified Party will be included in the indemnified amount or (ii) the Indemnifying Party fails to diligently pursue the defense of the Circumstancesuch Third Party Claim in a reasonably timely fashion). The Indemnifying Party shall and the Indemnified Party agree to cooperate reasonably with each other and their respective counsel in connection with the defense, negotiation or settlement of any Third Party Claim. Notwithstanding anything else set forth in this Section 10.09 to the contrary, the Indemnified Party will at all times have the right, at its option, right to compromise or defend the claim, participate at its own expense and in the defense of any Third Party Claim. If the Indemnifying Party assumes the defense of a Third Party Claim, no settlement or compromise thereof may be effected (i) by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining Indemnifying Party without the prior written consent of the Indemnified Party (which shall consent will not be unreasonably withheld. An , conditioned or delayed) unless the settlement involves money damages only and all such relief is paid or satisfied in full by the Indemnifying Party shall not be liable for any costs of settlement incurred or (ii) by the Indemnified Party without the prior written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise (which consent will not be unreasonably withheld, conditioned or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilitydelayed).

Notice and Opportunity to Defend. Promptly after If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 8.2 or 8.3, the receipt by Buyer party seeking indemnification (the "Claiming Party") shall promptly notify the other party obligated to provide indemnification (the "Indemnifying Party"). If such event involves (a) any Claim, or (b) the Company and/or the Seller of notice commencement of any action, proceedingsuit or proceeding by a third person, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could the Claiming Party will give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give Indemnifying Party prompt written notice to of such Claim or the party commencement of such action, suit or parties who may become obligated proceeding, PROVIDED, HOWEVER, that the failure to provide indemnification hereunder (the “Indemnifying Party”). Such prompt notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action, suit or proceeding shall be brought against a Claiming Party and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its optionbe entitled to participate therein and, to compromise or defend the claimextent that it desires to do so, at its own expense and by its own counselto assume the defense thereof, and otherwise control any with counsel reasonably satisfactory to the Claiming Party and, after notice from the Indemnifying Party to the Claiming Party of such matter involving election so to assume the asserted liability of defense thereof, the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the Claiming Party hereunder for any costs attorneys' fees or any other expenses, in each case subsequently incurred by the Claiming Party, in connection with the defense of settlement incurred without the written consent of the Indemnifying Partysuch action, suit or proceeding. If any Indemnifying The Claiming Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Partyaction, provided such costs and expenses have been previously approved by the Indemnifying Partysuit or proceeding. In any event, the Indemnified Claiming Party shall have the right to participate at its own expense to participate in the defense of such action, suit or proceeding. In no event shall an asserted liabilityIndemnifying Party be liable for any settlement or compromise effected without its prior consent.

Notice and Opportunity to Defend. Promptly after If any Party (the receipt by Buyer or the Company and/or the Seller of “Indemnitee”) receives notice of any action, proceeding, claim or potential claim (the commencement of any of Action with respect to which any other Party is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such ) pursuant to Section 9.1 or 9.2, the Indemnitee shall promptly, (and in any event within five (5) Business Days after receiving notice shall specify in reasonable detail of the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to claim) give such notice promptly shall relieve the Indemnifying Party notice thereof; provided, however, that the failure to deliver such notice shall not be a condition precedent to any liability of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of under the Circumstance or was not prejudiced by provisions for indemnification contained in this Agreement except to the extent the failure to give deliver such notice of prejudices the CircumstanceIndemnifying Party’s ability to defend such proceeding. The Indemnifying Party shall have the rightmay compromise and defend, at its option, to compromise or defend the claim, at its such Indemnifying Party’s own expense and by its such Indemnifying Party’s own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying PartyIndemnitee. In any event, the Indemnified Indemnitee, the Indemnifying Party and the Indemnifying Party’s counsel shall have cooperate in the right compromise of, or defense against, any such asserted liability; provided, however, that Indemnitee shall not compromise or settle any such matter without Indemnifying Party’s prior written consent. The Indemnitee, at its own expense expense, can choose to have its counsel participate in the defense of an such asserted liability; provided, however, the Indemnifying Party’s counsel shall control such defense. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate to such defense.

Notice and Opportunity to Defend. Promptly after If a claim by a third party is made against any Indemnitee and if such Indemnitee intends to seek indemnification with respect thereto under this Article 10, then such Indemnitee will give the receipt by Buyer Indemnitor written notice of such claim or the Company and/or commencement of such action or proceeding (which notice, for purposes of this Section 10.5, shall describe the Seller of notice claim in reasonable detail, the amount thereof if known and quantifiable, and include a copy of any actionsummons, proceedingcomplaint, written demand or other documents received by or otherwise in the custody or control of Indemnitee and relating directly to such claim) within thirty (30) days of Indemnitee's becoming aware thereof; provided, however, that delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if at all, that it is materially prejudiced by reasons of such delay or failure. The Indemnitor shall have a period of thirty (30) days within which to respond thereto. If the Indemnitor accepts full responsibility for the claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, demand within such party 30-day period (the “Indemnified Party”"Claim Notice Period") shall give prompt written notice to without any reservation of rights, the party or parties who Indemnitor may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claimdefend, at its own expense and by with counsel reasonably satisfactory to the Indemnitee, such matter. If and insofar as the Indemnitor responds within the Claim Notice Period and rejects responsibility for such matter in whole or in part, reserves its rights in whole or in part or does not respond or assume defense of the claim, the Indemnitee shall be free to assume the defense and compromise and settle the claim as and to the extent hereafter provided. The Indemnitee agrees to cooperate fully with the Indemnitor and its counsel in the defense against asserted liability in instances where the Indemnitor accepts responsibility for the claim. In any event, the Indemnitee shall have the right to participate, at its own counselexpense and with counsel of its choosing, and otherwise control in the defense of any asserted liability. Any compromise by the Indemnitor of such matter involving the asserted liability or admission of the Indemnified Party, provided that any such compromise or control wrongdoing shall be subject to obtaining require the prior written consent of the Indemnified Party Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed, and until such consent is obtained, the Indemnitor shall continue the defense of such asserted liability. If, however, the Indemnitee refuses its consent to a bona fide offer of settlement containing a complete release of the Indemnitee from all liability in connection with the underlying claim that the Indemnitor wishes to accept, (i) the Indemnitee may continue to pursue such matter, free of any participation by the Indemnitor, at the sole expense of the Indemnitee, and (ii) the obligation of the Indemnitor to the Indemnitee shall be equal to the lesser of (A) the amount of the offer of settlement which the Indemnitee refused to accept plus the costs and expenses of the Indemnitee prior to the date the Indemnitor notifies the Indemnitee of the offer of settlement; or (B) the actual out-of-pocket amount the Indemnitee is obligated to pay as a result of the Indemnitee's continuing to pursue such matter. The Indemnitor shall be entitled to recover from the Indemnitee any additional expenses incurred by the Indemnitor as a result of the decision of the Indemnitee to pursue such matter. So long as the Indemnitor has assumed full responsibility for the claim and is reasonably contesting the claim in good faith, the Indemnitee shall not pay or settle such claim without the Indemnitor's prior written consent, which consent shall not be unreasonably withheld; provided that the Indemnitee may pay or settle such claim if it waives its right to indemnity therefor from the Indemnitor. Notwithstanding any of the foregoing, if and insofar as Indemnitor responds to Indemnitee's notice of a claim within the Claim Notice Period applicable thereto and rejects responsibility for such claim in whole or in part, reserves its rights in whole or in part or does not respond or undertake the defense of the claim within such Claim Notice Period, the Indemnitee (upon further written notice to the Indemnitor) shall have the right to undertake the defense of such claim, by counsel of its own choosing until and unless Indemnitor affirmatively assumes such defense and fully accepts responsibility for the claim without any reservation of rights, but Indemnitee may not settle or compromise such claim without the written consent of Indemnitor, which consent shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs In the event that the Indemnitee undertakes the defense of settlement incurred without a claim under this Section 10.5, the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it Indemnitor shall promptly notify pay to the Indemnified Party of its intention Indemnitee, in addition to do sothe other sums required to be paid hereunder, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All reasonable costs and expenses incurred by the Indemnitee in connection with such cooperation shall be borne by defense as those costs and expenses are incurred, and, to the Indemnifying Partyextent Indemnitor has consented thereto, provided compromise or settlement as and when such costs and expenses have been previously approved by are so incurred, subject to the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate limitations on damages referenced in the defense of an asserted liabilitySection 10.3.

Notice and Opportunity to Defend. Promptly after If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 8.2 or 8.3, the receipt by Buyer or parties seeking indemnification shall promptly notify the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or other parties who may become obligated to provide indemnification hereunder (collectively, the “"Indemnifying Party”"). Such notice shall specify in reasonable detail If such event involves any Claim, or the basis and amount, if ascertainable, commencement of any claim Claim, by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such Claim or the commencement thereof, provided, however, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action, suit or proceeding shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its optionbe entitled to participate therein and, to compromise or defend the claimextent that it desires to do so, at its own expense and by its own counselto assume the defense thereof, and otherwise control any with counsel reasonably satisfactory to such matter involving party seeking indemnification and, after notice from the asserted liability Indemnifying Party to such party seeking indemnification of such election so to assume the Indemnified Partydefense thereof, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party seeking indemnification hereunder for any costs attorneys' fees or any other expenses, in each case subsequently incurred by such party, in connection with the defense of settlement incurred without such action, suit or proceeding (unless the written consent interests of such Indemnifying Party and the interests of the Indemnifying Partyparty seeking indemnification cannot adequately be represented by a single counsel, in which event such counsel fees and expenses incurred by the party seeking indemnification shall be included as a Loss). If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party The party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Partyaction, provided such costs and expenses have been previously approved by the Indemnifying Partysuit or proceeding. In any event, the Indemnified Party party seeking indemnification shall have the right to participate at its own expense to participate in the defense of such action, suit or proceeding. In no event shall an asserted liabilityIndemnifying Party be liable for any settlement or compromise effected without its prior consent, which shall not be unreasonably withheld. If, however, the party seeking indemnification refuses its consent to a bona fide offer of settlement which the Indemnifying Party wishes to accept (which must include the unconditional release of the parties seeking indemnification from all liability with respect to the Claim at issue), the party seeking indemnification may continue to pursue such matter, free of any participation by the Indemnifying Party, at the sole expense of the party seeking indemnification. In such event, the obligation of the Indemnifying Party to the party seeking indemnification shall be equal to the lesser of (i) the amount of the offer or settlement which the party seeking indemnification refused to accept plus the costs and expenses of such party prior to the date the Indemnifying Party notifies the party seeking indemnification of the offer of settlement and (ii) the actual out-of-pocket amount the party seeking indemnification is obligated to pay as a result of such party's continuing to pursue such matter.

Notice and Opportunity to Defend. Promptly after If there occurs an event which the receipt by Buyer Purchaser Indemnified Party or the Company and/or Seller/Servicer Indemnified Party, as the Seller case may be (for purposes of notice of any actionthis Article VII, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the an “Indemnified Party”) ), asserts is an indemnifiable event pursuant to Sections 7.02 or 7.03, the Indemnified Party shall give prompt written notice to promptly notify the party or parties who may become obligated to provide indemnification hereunder (the an “Indemnifying Party”)) in writing, with such written notice to (i) state the amount of the Loss, or a good faith estimate thereof, and the method of computation thereof, and (ii) contain a reference to the specific section or sections of this Agreement in respect of which such right to indemnification is asserted. The obligations of the Indemnifying Party under this Article VII with respect to Losses arising from claims of any third party (which shall not include any claim made by the Seller/Servicer or the Purchaser, as the case may be) which are subject to the indemnification provided for in this Article VII (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party will give the Indemnifying Party prompt written notice of such Third Party Claim, and in any case no later than 15 days of receiving notice of such Third Party Claim. Such notice shall specify in reasonable detail not be a condition precedent to any liability of the basis and amountIndemnifying Party hereunder; provided, if ascertainablehowever, of any claim that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder to the extent of any incremental Losses directly related to the failure to timely provide such notice. If the Indemnified Party establishes that notifies the Indemnifying Party either had knowledge of a Third Party Claim, the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the rightright (at the expense of such Indemnifying Party) to assume the defense thereof if it acknowledges in writing to the Indemnified Party that such action or proceeding is covered by the indemnification obligations set forth in this Article VII and, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control upon any such matter involving assumption, shall not be liable to the asserted Indemnified Party for any expenses subsequently incurred by the Indemnified Party in connection therewith; provided, however, that, if after reasonable investigation the Indemnifying Party has a good faith belief that it is not required to indemnify the Indemnified Party for such Third Party Claim, then the Indemnifying Party may withdraw such acknowledgment of liability if such withdrawal is done with sufficient notice such as not to unduly prejudice the Indemnified Party; provided further, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party, provided that any such compromise or control shall be subject in its reasonable discretion, for the same counsel to obtaining the prior written consent of represent both the Indemnified Party which shall not be unreasonably withheld. An and the Indemnifying Party, then the Indemnified Party shall not be liable entitled to retain its own counsel, in each jurisdiction for any costs of settlement incurred without which the written consent Indemnified Party reasonably determines counsel is required, at the expense of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the The Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs Third Party Claim and expenses incurred in connection with such cooperation shall be borne by make available to the Indemnifying Party, provided Party and its counsel all records and other materials reasonably required for use in contesting such costs and expenses have been previously approved by the Indemnifying PartyThird Party Claim. In any event, the The Indemnified Party shall have the right to participate at its own expense to participate in the defense of such Third Party Claim. No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement of any Third Party Claim without the consent of the Indemnified Party (A) if such judgment or settlement does not include as an asserted liabilityunconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such claim or (B) if such judgment or settlement would result in the finding or admission of any violation of Law.

Notice and Opportunity to Defend. Promptly after the receipt If a Claim for Losses is to be made by Buyer any Company Indemnified Person or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim Premier Indemnified Person (any of which is such indemnified person, hereinafter individually referred to as a “CircumstanceClaimant”) which could give rise to a right to seeking indemnification under this Agreementhereunder, such party (Claimant shall notify the “Indemnified Party”) shall give prompt written notice to the indemnifying party or parties who may become obligated (any such indemnifying party, a “Respondent”) promptly. If such event involves (a) any claim or (b) the commencement of any action or proceeding by a third person or (c) the Premier Legal Proceedings, Claimant shall give Respondent written notice of such claim or the commencement of such action or proceeding as provided above. Delay or failure to provide indemnification hereunder (so notify Respondent shall only relieve Respondent of its obligation to the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amountextent, if ascertainableat all, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not Respondent is prejudiced by the failure to give notice reason of the Circumstancesuch delay or failure. The Indemnifying Party Respondent shall have the righta period of 30 days within which to respond thereto. If Respondent accepts responsibility or does not respond within such 30 day period, at its option, then Respondent shall be obligated to compromise or defend the claimdefend, at its own expense and by its own counselcounsel chosen by Respondent, which counsel shall be acceptable to such Company Indemnified Person or Premier Indemnified Person, as the case may be, such matter, and otherwise control any Respondent shall provide Claimant with such assurances as may be reasonably required by Claimant to assure that Respondent will assume and be responsible for the entire liability at issue. If Respondent fails to assume the defense of such matter involving within said 30 day period, Claimant will (upon delivering notice to such effect to Respondent) have the asserted liability of right to undertake, at Respondent’s cost and expense, the Indemnified Partydefense, provided that any such compromise or control shall be subject to obtaining the prior written consent settlement of the Indemnified Party which shall not be unreasonably withheldsuch matter on behalf of such Claimant. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party The Claimant agrees to cooperate fully with the Indemnifying Party Respondent and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Claimant shall have the right to participate at its own expense to participate in the defense of an such asserted liability. Any compromise of such asserted liability by Respondent shall require the prior written consent of Claimant, which consent will not be unreasonably withheld and in the event Claimant defends any such asserted liability, then any compromise of such asserted liability by Claimant shall require the prior written consent of Respondent, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. Promptly after If an event occurs that entitles an Indemnitee, or that an Indemnitee believes entitles it, to indemnification pursuant to this Article IX, the Indemnitee shall promptly notify TP LLC. If the claim for indemnification arises out of a claim by a third party, such notice shall occur within 15 days of the Indemnitee's receipt by Buyer of written notice of such claim; PROVIDED, HOWEVER, that the failure to so notify TP LLC shall not relieve either of the Sellers or the Company and/or Consenting Parties, as the Seller case may be, of notice of any actiontheir obligations hereunder, proceedingexcept to the extent that the Sellers or the Consenting Parties, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a the case may be, are actually prejudiced by such failure. TP LLC shall have the right to indemnification under undertake, conduct and control the defense thereof by so notifying the Indemnitee in writing, provided that TP LLC (i) states that the settlement or defense of the claim will be conducted at all times in good faith and in a reasonable manner (and so conducts it), (ii) acknowledges in writing the obligation to indemnify the Indemnitee in accordance with the terms contained in this Agreement, and (iii) promptly reimburses the Indemnitee for all out-of-pocket expenses incurred as a result of the assumption by TP LLC of control of such party (the “Indemnified Party”) shall give prompt settlement or defense. If TP LLC provides written notice to the party or parties who may become Indemnitee that it elects to defend such claim, TP LLC shall be obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give defend such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by counsel chosen by it and reasonably satisfactory to the Indemnitee. In the event TP LLC elects to provide the defense of such claim pursuant to this Section 9.3, the Indemnitee shall cooperate fully with TP LLC and its counsel in the defense of such claim and shall be entitled to full access to information with respect thereto and to participate in the defense thereof at its own counselcost and expense. Any compromise, and otherwise control any settlement or offer of settlement of such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control claim by TP LLC shall be subject to obtaining require the prior written consent of the Indemnified Party Indemnitee, which consent shall not be unreasonably withheldwithheld and unless such consent is obtained, TP LLC shall continue the defense of such claim; PROVIDED, HOWEVER, that if the Indemnitee refuses its consent to a bona fide offer of settlement that TP LLC wishes to accept and that involves no payment by the Indemnitee not paid by the Sellers or the Consenting Parties, as the case may be, and further involves no limitation on the future conduct of the Business as presently conducted, TP LLC may reassign the defense of such claim to the Indemnitee, who may then continue to pursue the defense of such matter, free of any participation by TP LLC, at the sole cost and expense of the Indemnitee. An Indemnifying Party In such event, the obligation of the Sellers and the Consenting Parties, as the case may be, with respect thereto shall not be exceed the amount of the offer of settlement that the Indemnitee refused to accept plus the costs and expenses of the Indemnitee prior to the date TP LLC notified the Indemnitee of the offer of settlement. If TP LLC does not elect to defend any such claim, it shall nevertheless have the right of full access to information with respect thereto and to participate in such defense at its sole cost and expense and shall remain liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes indemnification obligations pursuant to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilitythis Agreement.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller Each party shall promptly, and in all events within ninety (90) days of notice of any actionobtaining actual knowledge thereof, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve notify the Indemnifying Party of its indemnification the existence of any claim, demand or other matter requiring a defense to which the Indemnifying Party's obligations under this Agreement, unless the Article would apply. The Indemnified Party establishes that shall give the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure a reasonable opportunity to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, demand or matter at the Indemnifying Party's own expense and with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party; provided that the Indemnified Party shall at all times also have the right to fully participate in the defense at its own expense and by its own counselexpense. Any such claim, and otherwise control any such demand or other matter involving shall not be settled or compromised without the asserted liability consent of the Indemnified Party; provided, provided that any such compromise or control shall be subject to obtaining the prior written consent of however, if the Indemnified Party which does not consent to such settlement or compromise, such claim, demand or other matter shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of settled or compromised, but the Indemnifying Party's obligation to indemnify with respect hereto shall be limited to the amount for which such claim, demand or other matter could have been settled or compromised, together with the cost of defense through the date such matter could have been settled or compromised. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise shall, within a reasonable time after receipt of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Partynotice, provided such costs and expenses have been previously approved by the Indemnifying Party. In any eventfail to defend, the Indemnified Party shall have the right right, but not the obligation, to undertake the defense, and to compromise or settle, exercising reasonable business judgment, the claim, demand or other matter on behalf, for the account and at the risk of the Indemnifying Party. If the claim is one that cannot by its own expense nature be defended solely by the Indemnifying Party (including, without limitation, any federal or state tax proceeding), the Indemnified Party shall make available, or cause to participate in be made available, all information and assistance that the defense of an asserted liabilityIndemnifying Party may reasonably request.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 8.1(a) or the Company and/or the Seller of notice of any action8.1(b) hereof, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification shall promptly notify the other party obligated to provide indemnification hereunder pursuant hereto (the “"Indemnifying Party”"). Such notice shall specify in reasonable detail If such event involves any claim or the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided, however, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its optionbe entitled to participate therein and, to compromise or defend the claimextent that it shall wish, at its own expense and by its own counselto assume the defense thereof and, and otherwise control any after notice from the Indemnifying Party to such matter involving party seeking indemnification of such election so to assume the asserted liability of defense thereof, the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party seeking indemnification hereunder for any costs legal expenses of settlement other legal counsel or any other expenses subsequently 49 incurred without by such party in connection with the written consent of the Indemnifying Partydefense thereof. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party The party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party The party seeking indemnification shall have the right to participate at its own expense to participate in the defense of an such asserted liability. In no event shall an Indemnifying Party be liable for any settlement effected without its prior written consent.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 10.1(a) or the Company and/or the Seller of notice of any action10.1(b), proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification shall notify the other party or parties obligated to provide indemnification hereunder (the “"Indemnifying Party”)") promptly. Such notice shall specify in reasonable detail If such event involves any claim or the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided, however, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its obligations hereunder only to the extent that such Indemnifying Party demonstrates that such failure has actually prejudiced such Indemnifying Party hereunder. In case any such action shall be brought against any party seeking indemnification obligations under this Agreement, unless the Indemnified Party establishes that and it shall notify the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have be entitled to assume the rightdefense thereof, at with counsel selected by the Indemnifying Party and reasonably satisfactory to the party or parties seeking indemnification and, after notice from the Indemnifying Party to such party or parties seeking indemnification of such election so to assume the defense thereof and written acknowledgment by the Indemnifying Party of its optionobligation to indemnify the party or parties seeking indemnification for Losses related thereto, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party or parties seeking indemnification hereunder for any costs legal expenses of other counsel or any other expenses subsequently incurred by such party or parties in connection with the defense thereof (it being understood that the party or parties seeking indemnification shall have the right to participate at their own expense in the defense of such action). The Indemnifying Party and the party seeking indemnification agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement incurred of any such action or asserted liability. If the Indemnifying Party assumes the defense of an action no settlement or compromise thereof may be effected (i) by the Indemnifying Party without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes indemnified party (A) that provides for injunctive or other non-monetary relief affecting such indemnified party or (B) that does not include as an unconditional term thereof the giving by each claimant or plaintiff to compromise such indemnified party of an irrevocable release from all liability with respect to such action or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne (ii) by the Indemnifying Party, provided such costs and expenses have been previously approved by indemnified party without the consent of the Indemnifying Party. In no event shall an Indemnifying Party be liable for any event, the Indemnified Party shall have the right at settlement effected without its own expense to participate in the defense of an asserted liabilitywritten consent.

Notice and Opportunity to Defend. Promptly after If either party (the receipt by Buyer or the Company and/or the Seller of "Indemnified Party") receives notice of any action, proceeding, third-party claim or potential claim commencement of any third party action or proceeding (any an "Asserted Liability") with respect to which the other party hereto (an "Indemnifying Party") is obligated to provide indemnification pursuant to Section 13.2(a) (Indemnification of which is hereinafter individually referred Purchaser) or Section 15.2(b) (Indemnification of Seller), the Indemnified Party shall promptly give the Indemnifying Party notice thereof. The Indemnified Party's failure so to as a “Circumstance”) which could give rise notify the Indemnifying Party shall not cause the Indemnified Party to a lose its right to indemnification under this AgreementArticle 13, such party (the “Indemnified Party”) shall give prompt written notice except to the party or parties who may become obligated to provide indemnification hereunder (extent that such failure materially prejudices the “Indemnifying Party”)'s ability to defend against an Asserted Liability that such Indemnified Party has the right to defend against hereunder. Such notice shall specify describe the Asserted Liability in reasonable detail detail, and shall indicate the basis and amount, if ascertainable, amount (which may be estimated) of any claim the Losses that would have been or may be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless asserted by the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the CircumstanceParty. The Indemnifying Party may defend against an Asserted Liability on behalf of the Indemnified Party utilizing counsel reasonably acceptable to the Indemnified Party, unless (i) the Indemnified Party reasonably objects to such assumption on the ground that counsel for such Indemnifying Party cannot represent both the Indemnified Party and the Indemnifying Party because such representation would be reasonably likely to result in a conflict of interest or because there may be defenses available to the Indemnified Party that are not available to such Indemnifying Party, (ii) the Indemnifying Party is not, in the reasonable judgment of the Indemnified Party, capable (by reason of insufficient financial capacity, bankruptcy, receivership, liquidation, managerial deadlock, managerial neglect or similar events) of maintaining a reasonable defense of such action or proceeding, or (iii) the action or proceeding seeks injunctive or other equitable relief against the Indemnified Party. If the Indemnifying Party defends an Asserted Liability, it shall have the right, at its option, to compromise or defend the claim, do so at its own expense and by shall not be responsible for the costs of defense, investigative costs, attorney's fees or other expenses incurred to defend the Asserted Liability (collectively, "Defense Costs") of the Indemnified Party (which may continue to defend, at its own counselexpense). If the Indemnified Party assumes the defense of an Asserted Liability by reason of clauses (i), and otherwise control (ii) or (iii) above, or because the Indemnifying Party has not elected to assume the defense, then such Indemnifying Party shall indemnify the Indemnified Party for its reasonable Defense Costs. The Indemnifying Party may settle any such matter involving Asserted Liability only with the asserted liability consent of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written which consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.

Notice and Opportunity to Defend. Promptly after If an event occurs which a Party asserts is an indemnifiable event pursuant to Sections 23(a) or (b), the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to party seeking indemnification under this Agreement, such party (the “Indemnified PartyIndemnitee”) shall give prompt written notice to promptly notify the other party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail If such event involves (a) any claim or (b) the basis and amount, if ascertainable, commencement of any action or proceeding by a third Person, the Indemnitee will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided, however, that would be based upon the Circumstance. The Indemnitee’s failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under hereunder only to the extent that such failure prejudices the Indemnifying Party hereunder. If any such action is brought against any Indemnitee and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it wishes, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. Notwithstanding anything to the contrary in this Agreement, unless the Indemnified Party establishes that after notice from the Indemnifying Party either had knowledge to the Indemnitee of such election to so assume the Circumstance or was not prejudiced by defense thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the Indemnitee for any costs legal expenses of settlement other counsel or any other expenses subsequently incurred without by the written consent of Indemnitee in connection with the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do sodefense thereof, and the Indemnified Party Indemnitee agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred The Indemnitee shall have the right to participate at its own expense in connection with the defense of such cooperation asserted liability. In no event shall an Indemnifying Party be borne liable for any settlement effected by the Indemnitee without the consent of the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Partywhich will not be unreasonably withheld. In no event shall an Indemnifying Party effect any eventsettlement without the consent of the Indemnitee, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilitywhich will not be unreasonably withheld.

Notice and Opportunity to Defend. Promptly after the receipt by If there occurs an event that a Buyer Indemnified Person or the a Company and/or the Seller of notice of any actionIndemnified Person, proceeding, claim or potential claim as applicable (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the an “Indemnified Party”) asserts is an indemnifiable event pursuant to Section 10.1(a) or Section 10.1(b), the Indemnified Party seeking indemnification shall give prompt written notice to notify the party other Party or parties who may become Parties obligated to provide indemnification hereunder (the “Indemnifying Party”). Such ) promptly, but no later than 5 days after such Indemnified Party receives written notice shall specify in reasonable detail the basis and amount, if ascertainablecase of a Third Party Claim, of any claim such claim, event or matter as to which indemnity may reasonably be expected to be sought in good faith; provided that would be based upon the Circumstance. The failure of the Indemnified Party to give such notice promptly as provided in this Section 10.1(g) shall not relieve the any Indemnifying Party of its indemnification obligations under this AgreementSection 10.1, unless except to the Indemnified extent that such failure prejudices the rights of any such Indemnifying Party establishes or to the extent that such failure increases the Losses for which the Indemnifying Party either had knowledge is required to provide indemnification. Any notice of a claim, event or matter as to which indemnity may be sought shall include a reasonably detailed description of such claim, event or matter, the basis of the Circumstance claim for indemnification, copies of material, non-privileged documentation reasonably accessible to or was not prejudiced by in the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent possession of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify that the Indemnified Party of its intention to do sobelieves supports such claim for indemnification, and a good faith estimate of the amount of Losses incurred or which reasonably could be expected to be incurred by the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilityclaim.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 9.1(a) or the Company and/or the Seller of notice of any action9.1(b), proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification shall notify the other party or parties obligated to provide indemnification hereunder (the “"Indemnifying Party”)") promptly. Such notice shall specify in reasonable detail If such event involves (i) any claim or (ii) the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; PROVIDED, HOWEVER, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its optionbe entitled to participate therein and, to compromise or defend the claimextent that it shall wish, at its own expense and by its own counselto assume the defense thereof, and otherwise control any with counsel reasonably satisfactory to such matter involving party seeking indemnification and, after notice from the asserted liability Indemnifying Party to such party seeking indemnification of such election so to assume the Indemnified Partydefense thereof, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party seeking indemnification hereunder for any costs legal expenses of settlement other counsel or any other expenses subsequently incurred without by such party in connection with the written consent of the Indemnifying Partydefense thereof. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party The party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such action or asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party The party seeking indemnification shall have the right to participate at its own expense to participate in the defense of an such action or asserted liability. In no event shall an Indemnifying Party be liable for any settlement effected without its written consent.

Notice and Opportunity to Defend. Promptly after If there occurs an event which either party asserts is an indemnifiable event pursuant to Sections 5.6, 9.1 or 9.2 hereof, the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to party seeking indemnification under this Agreement, such party (the “Indemnified Party”"Indemnitee") shall give prompt written notice to notify the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”)"Indemnitor") promptly. Such If such event involves (a) any claim, or (b) the commencement of any action or proceeding by a third person, the Indemnitee shall give the Indemnitor written notice of such claim or the commencement of such action or proceeding. Delay or failure to so notify the Indemnitor shall specify in reasonable detail only relieve the basis and amountIndemnitor of its obligations to the extent, if ascertainableat all, that it is prejudiced by reasons of any claim that would be based upon the Circumstancesuch delay or failure. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party Indemnitor shall have a period of 30 days within which to respond thereto. If the rightIndemnitor accepts responsibility, at its option, then the Indemnitor shall be obligated to compromise or defend the claimdefend, at its own expense and by its own counselcounsel chosen by the Indemnitor and reasonably satisfactory to the Indemnitee, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do somatter, and the Indemnified Party Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor will assume and be responsible for the entire liability at issue, subject to the limitations set forth in Section 9.5 hereof. If the Indemnitor does not respond within such 30-day period or rejects responsibility for such matter in whole or in part, the Indemnitee shall be free to pursue, without prejudice to any of its rights hereunder, such remedies as may be available to the Indemnitee under applicable law. The Indemnitee agrees to cooperate fully with the Indemnifying Party Indemnitor and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Indemnitee shall have the right to participate at its own expense to participate in the defense of an such asserted liability. Any compromise of such asserted liability by the Indemnitor shall require the prior written consent of the Indemnitee and until such consent is obtained the Indemnitor shall continue the defense of such asserted liability. If, however, the Indemnitee refuses its consent to a bona fide offer of settlement which the Indemnitor wishes to accept, the Indemnitee may continue to pursue such matter, free of any participation by the Indemnitor, at the sole expense of the Indemnitee. In such event, the obligation of the Indemnitor to the Indemnitee shall be equal to the lesser of (i) the amount of the offer of settlement which the Indemnitee refused to accept, and (ii) the actual out-of-pocket amount the Indemnitee is obligated to pay as a result of the Indemnitee's continuing to pursue such matter. The Indemnitor shall be entitled to recover from the Indemnitee any additional expenses incurred by the Indemnitor as a result of the decision of the Indemnitee to pursue such matter.

Notice and Opportunity to Defend. Promptly after If there occurs an event or a claim regarding an Excluded Liability, NDI shall promptly notify DGD of such claim, specifying the receipt by Buyer or amount thereof, if any, and the Company and/or the Seller of notice commencement of any action, proceeding, claim action or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”)proceeding related thereto. Such notice notification shall specify in reasonable detail the basis and amountbe required of all material oral or written claims, if ascertainablenotices, of any claim demands, inquiries, assessments or reassessments that would be based upon the Circumstancehave been received or communicated to NDI. The Nothing herein, however, including NDI's failure to give such notice promptly notify DGD, shall relieve the Indemnifying Party DGD of its indemnification obligations under this Agreementwith respect to such Excluded Liability, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance NDI's failure or delay in giving DGD notice was not prejudiced by the failure unduly prejudicial to give notice of the CircumstanceDGD. The Indemnifying Party DGD shall have the righta period of 20 calendar days in which to respond to NDI's notification. If DGD accepts responsibility, at its option, then DGD shall be obligated to compromise or defend the claimdefend, at its own expense and by counsel chosen by DGD, such claim, and DGD shall provide NDI with such assurances as may be reasonably required by NDI to assure that DGD will assume and be responsible for the entire liability at issue. If DGD fails to assume the defense of such matter within said 20 calendar day period, NDI will (upon delivering notice to such effect to DGD) have the right to undertake, at DGD's sole cost and expense, the defense, compromise or settlement of such matter on behalf of NDI. In any event, NDI shall have the right to participate at its own counsel, and otherwise control any expense in the defense of such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheldclaim. An Indemnifying Party DGD shall not be liable for any costs settlement of settlement incurred any action effected without the its written consent, but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, DGD agrees to indemnify and hold harmless NDI from and against any loss, costs or expenses incurred by NDI by reason of the Indemnifying Partysuch settlement or judgment. If any Indemnifying Party undertakes to DGD proposes a compromise or defend any asserted liability, it shall promptly notify the Indemnified Party settlement of its intention to do soan action involving only monetary damages, and NDI does not reasonably consent to the Indemnified Party agrees to cooperate fully with proposed compromise or settlement, then the Indemnifying Party and its counsel in the compromise aggregate amount of losses resulting from or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation action for which DGD shall be borne by required to indemnify NDI for shall be an amount equal to the Indemnifying Party, provided lesser of (A) the actual amount of losses resulting from or in connection with such costs action and expenses (B) the amount of losses that DGD would have been previously approved required to pay if NDI consented to such proposed compromise or settlement. The amount of any loss which DGD is required to pay for or on behalf of NDI shall be reduced (including, without limitation, retroactively) by any insurance proceeds actually recovered by or on behalf of NDI in reduction of the Indemnifying Party. In any event, the Indemnified Party related loss and shall have the right at its own expense to participate in the defense of be computed on an asserted liabilityafter taxes basis.

Notice and Opportunity to Defend. Promptly after If there occurs an event which a Party asserts is an indemnifiable event pursuant to Sections 9.2 or 9.3, the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to Party seeking indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to promptly notify the party or parties who may become other Party obligated to provide indemnification hereunder (the “Indemnifying Party”). Such , which notice shall specify in reasonable detail the nature and basis of such claim and amountthe amount thereof, if ascertainable, to the extent known. If such event involves any claim or the commencement of any action or proceeding by a third Person (a “Third Party Claim”), the Indemnified Party will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding, which notice shall specify the nature and basis of such claim and the amount thereof, to the extent known, and shall be accompanied by copies of all relevant documentation with respect to such claim, including any summons, complaint or other pleadings that would be based upon may have been served, any written demand or any other relevant document or instrument; provided, however, that the Circumstance. The failure to give provide such prompt notice promptly shall will not relieve the Indemnifying Party of its indemnification obligations under this Agreementhereunder except to the extent such failure prejudices the Indemnifying Party hereunder. In the case of a Third Party Claim, unless the Indemnifying Party shall be entitled to assume the defense thereof, with counsel selected by the Indemnifying Party and, after notice from the Indemnifying Party to the Indemnified Party establishes of such election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. An election to assume the defense of such Third Party Claim shall not be deemed an admission that the Indemnifying Party either had knowledge of is liable to the Circumstance or was not prejudiced by the failure Indemnified Party with respect to give notice of the Circumstancesuch Third Party Claim. The Indemnifying Party and the Indemnified Party agree to cooperate reasonably with each other and their respective counsel in connection with the defense, negotiation or settlement of any such Third Party Claim. If it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party harmless from and against a Third Party Claim, the Indemnified Party shall promptly reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and court costs) incurred by the Indemnifying Party in its defense of such Third Party Claim. Notwithstanding anything else set forth in this Section 9.6 to the contrary, the Indemnified Party shall at all times have the right, at its option, right to compromise or defend the claim, participate at its own expense and in the defense of such action or asserted liability. If the Indemnifying Party assumes the defense of an action, no settlement or compromise thereof may be effected (a) by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining Indemnifying Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld. An , conditioned or delayed) unless the settlement involves solely money damages and all such relief is paid or satisfied in full by the Indemnifying Party shall not be liable for any costs of settlement incurred or (b) by the Indemnified Party without the prior written consent of the Indemnifying PartyParty (which consent shall not be unnecessarily withheld, conditioned or delayed). If any In no event shall an Indemnifying Party undertakes to compromise or defend be liable for any asserted liability, it shall promptly notify the Indemnified Party of settlement effected without its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilityprior written consent.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an event which a party asserts is an indemnifiable event pursuant to Sections 10.1 or the Company and/or the Seller of notice of any action10.2, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification shall notify the other party or parties obligated to provide indemnification hereunder (the “Indemnifying Party”)) promptly. Such notice shall specify in reasonable detail If such event involves any claim or the basis and amount, if ascertainable, commencement of any Action by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim that would be based upon or the Circumstancecommencement of such action or Action. The However, the failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreementhereunder only if, unless and to the Indemnified Party establishes that extent that, such failure actually and materially prejudices the Indemnifying Party either had knowledge of hereunder. If any such action shall be brought against any party seeking indemnification, the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have be entitled to assume the rightdefense thereof, at its option, by notice to compromise the indemnified party delivered within ten (10) Business Days of the receipt of notice of such third party claim which includes an acknowledgement of the Indemnifying Party’s obligation to indemnify the indemnified party or defend the parties hereunder against any Losses that may result from such claim, at its own expense and with counsel selected by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Indemnifying Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An The Indemnifying Party shall not be liable to the party or parties seeking indemnification hereunder for any costs legal expenses of settlement other counsel or any other expenses subsequently incurred without by such party or parties in connection with the written consent defense thereof if such defense is assumed by the Indemnifying Party; provided, that the indemnified party or parties shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any Action include both such indemnified party or parties and the Indemnifying Party or such indemnified party or parties shall have been advised by counsel that there would be an actual or potential conflict of interest if the same counsel were to represent such indemnified party or parties and the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in assumes the compromise defense of such an Action by a third person, the Indemnifying Party shall control the defense, negotiation or defense against settlement of any such action or asserted liability. All costs The party or parties seeking indemnification shall have the right to participate at their own expense in the defense of such action or asserted liability and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved to employ at their own expense separate counsel not reasonably objected to by the Indemnifying Party. In any event, If the Indemnified Indemnifying Party shall have the right at its own expense to participate in assumes the defense of an asserted liabilityAction by a third person, the indemnified party shall agree to any settlement, compromise or discharge of such Action, to the extent the only award or relief is monetary, that the Indemnifying Party may recommend that (A) provides for full settlement and complete release, without any equitable award or relief and (B) by its terms (or pursuant to a binding commitment of the Indemnifying Party) obligates the Indemnifying Party to pay the full amount of the liability in connection with such Action (in each case subject to the provisions of Section 10.1 or 10.2 as the case may be). Whether or not the Indemnifying Party assumes the defense of an Action by a third person, the indemnified party shall not admit liability with respect to, or settle, compromise or discharge such Action without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notice and Opportunity to Defend. Promptly after If there occurs an event --------------------------------- which either party asserts is an indemnifiable event pursuant to Sections 9.1 or 9.2 hereof, the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to party seeking indemnification under this Agreement, such party (the “Indemnified Party”"Indemnitee") shall give prompt written notice to notify the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”)"Indemnitor") promptly. Such If such event involves (a) any claim, or (b) the commencement of any action or proceeding by a third person, the Indemnitee shall give the Indemnitor written notice of such claim or the commencement of such action or proceeding. Delay or failure to so notify the Indemnitor shall specify in reasonable detail only relieve the basis and amountIndemnitor of its obligations hereunder to the extent, if ascertainableat all, that it is prejudiced by reasons of any claim that would be based upon the Circumstancesuch delay or failure. The failure Indemnitor shall have a period of fifteen (15) days (or such lesser period as circumstances may dictate, if the nature of the claim requires an earlier response) within which to give such notice promptly shall relieve notify the Indemnifying Party Indemnitee of its indemnification obligations under this Agreement, unless intention to assume responsibility for the Indemnified Party establishes that the Indemnifying Party either had knowledge defense or settlement of the Circumstance claim or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party action, and shall have the right, at its option, right to compromise or defend the claimdefend, at its own expense and by its own counselcounsel chosen by the Indemnitor and reasonably satisfactory to the Indemnitee, and otherwise control any such matter involving matter, so long as (i) the asserted liability of Indemnitor notifies the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party Indemnitee of its intention to assume responsibility to do soso within the prescribed period; (ii) the Indemnitor provides the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor has the financial resources to and will assume and be responsible for the liability at issue, subject to the limitations set forth in Section 9.5 hereof, (iii) the particular claim or cause of action involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the claim or action is not, in the good faith judgment of the Indemnitee, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnitee, and (v) the Indemnified Party agrees Indemnitor conducts the defense of the claim or action actively and diligently. If the Indemnitor does not respond within such period or rejects responsibility for such matter in whole or in part, or if any of the conditions set forth in the preceding sentence is not satisfied or becomes unsatisfied, the Indemnitee shall be free to defend or compromise such claim or action in any matter it may reasonably deem appropriate, without prejudice to any of its rights hereunder, and may pursue any and all remedies as may be available to the Indemnitee under applicable Law. The Indemnitee agrees, at the Indemnitor's cost and expense, to cooperate fully with the Indemnifying Party Indemnitor and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Indemnitee and the Indemnitor shall have the right to participate at its own expense to participate in the defense of an such asserted liability, including any meetings, discussions, and negotiations with any adverse party. Any compromise of such asserted liability by the Indemnitor shall require the prior written consent of the Indemnitee and until such consent is obtained the Indemnitor shall continue the defense of such asserted liability. If, however, the Indemnitee refuses its consent to a bona fide offer of settlement which the Indemnitor wishes to accept that involves solely money damages (and no injunctive or other equitable relief) in an amount to be paid entirely by the Indemnitor without contribution by the Indemnitee and provides for an unconditional release of the Indemnitee, the Indemnitee may continue to pursue such matter, free of any participation by the Indemnitor, at the sole expense of the Indemnitee. In such event, the obligation of the Indemnitor to the Indemnitee shall be equal to the lesser of (i) the amount of the offer of settlement which the Indemnitee refused to accept plus the costs and expenses of the Indemnitee prior to the date the Indemnitor notifies the Indemnitee of the offer of settlement, and (ii) the actual out-of-pocket amount the Indemnitee is obligated to pay as a result of the Indemnitee's continuing to pursue such matter.

Notice and Opportunity to Defend. Promptly after the receipt If a claim for Losses (a “Claim”) is to be made by Buyer any Company Indemnified Person or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim ASKARII Indemnified Person (any of which is such indemnified person, hereinafter individually referred to as a “CircumstanceClaimant”) which could give rise to a right to seeking indemnification under this Agreementhereunder, such party (Claimant shall notify the “Indemnified Party”) shall give prompt written notice to the indemnifying party or parties who may become obligated (any such indemnifying party, a “Respondent”) promptly. If such event involves (a) any claim or (b) the commencement of any action or proceeding by a third person, Claimant shall give Respondent written notice of such claim or the commencement of such action or proceeding as provided above. Delay or failure to provide indemnification hereunder (so notify Respondent shall only relieve Respondent of its obligation to the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amountextent, if ascertainableat all, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not Respondent is prejudiced by the failure to give notice reason of the Circumstancesuch delay or failure. The Indemnifying Party Respondent shall have the righta period of 30 days within which to respond thereto. If Respondent accepts responsibility or does not respond within such 30 day period, at its option, then Respondent shall be obligated to compromise or defend the claimdefend, at its own expense and by its own counselcounsel chosen by Respondent, which counsel shall be acceptable to such Company Indemnified Person or ASKARII Indemnified Person, as the case may be, such matter, and otherwise control any Respondent shall provide Claimant with such assurances as may be reasonably required by Claimant to assure that Respondent will assume and be responsible for the entire liability at issue. If Respondent fails to assume the defense of such matter involving within said 30 day period, Claimant will (upon delivering notice to such effect to Respondent) have the asserted liability of right to undertake, at Respondent’s cost and expense, the Indemnified Partydefense, provided that any such compromise or control shall be subject to obtaining the prior written consent settlement of the Indemnified Party which shall not be unreasonably withheldsuch matter on behalf of such Claimant. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party The Claimant agrees to cooperate fully with the Indemnifying Party Respondent and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Claimant shall have the right to participate at its own expense to participate in the defense of an such asserted liability.. Any compromise of such asserted liability by Respondent shall require the prior written consent of Claimant, which consent will not be unreasonably withheld and in the event Claimant defends any such asserted liability, then any compromise of such asserted liability by Claimant shall require the prior written consent of Respondent, which consent shall not be unreasonably withheld. January 29th, 2016 32 of 54 Share Exchange Agreement

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller For purposes of notice of any actionthis Section 8.4, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to party seeking indemnification under this Agreement, such party (shall be considered the “Indemnified Party”) shall give prompt written notice to ” and the party or parties who may become obligated to provide from whom indemnification hereunder (is sought shall be considered the “Indemnifying Party”). Such notice .” Each party shall specify promptly, and in reasonable detail all events within one hundred and twenty (120) days of the basis and amountManagement Shareholders, if ascertainablethe Management Shareholders are the Indemnified Party, or the Chief Executive Officer or Chief Financial Officer of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve Buyer, if the Buyer is the Indemnified Party, obtaining actual knowledge thereof, notify the Indemnifying Party of its indemnification the existence of any claim, demand or other matter requiring a defense to which the Indemnifying Party’s obligations under this Agreement, unless the Article would apply. The Indemnified Party establishes that shall give the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure a reasonable opportunity to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, demand or matter at the Indemnifying Party’s own expense and with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party; provided that the Indemnified Party shall at all times also have the right to fully participate in the defense at its own expense and by its own counselexpense. Any such claim, and otherwise control any such demand or other matter involving shall not be settled or compromised without the asserted liability consent of the Indemnified Party; provided, provided that any such compromise or control shall be subject to obtaining the prior written consent of however, if the Indemnified Party which does not consent to such settlement or compromise, such claim, demand or other matter shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of settled or compromised, but the Indemnifying Party’s obligation to indemnify with respect hereto shall be limited to the amount for which such claim, demand or other matter could have been settled or compromised, together with the cost of defense through the date such matter could have been settled or compromised. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise shall, within a reasonable time after receipt of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Partynotice, provided such costs and expenses have been previously approved by the Indemnifying Party. In any eventfail to defend, the Indemnified Party shall have the right right, but not the obligation, to undertake the defense, and to compromise or settle, exercising reasonable business judgment, the claim, demand or other matter on behalf, for the account and at the risk of the Indemnifying Party. If the claim is one that cannot by its own expense nature be defended solely by the Indemnifying Party (including, without limitation, any federal or state tax proceeding), the Indemnified Party shall make available, or cause to participate in be made available, all information and assistance that the defense of an asserted liabilityIndemnifying Party may reasonably request.

Notice and Opportunity to Defend. Promptly after In the receipt by Buyer or the Company and/or the Seller of event a Party receives a notice of any action, proceeding, a claim or potential becomes aware of the institution of any action wherein a breach of warranty or representation is alleged or which otherwise involves a claim which may result in a request for indemnification hereunder (any of which is hereinafter individually referred to as each, a “CircumstanceClaim”) which could give rise to a right to indemnification under this Agreement), the Party receiving such party (the “Indemnified Party”) notice shall give the other Party prompt written notice to the party or parties who may become obligated to provide indemnification hereunder of such Claim (the a “Indemnifying PartyNotice of Claim”). Such notice Notice of Claim shall specify in reasonable detail the basis principal facts known to such Party which give rise to such Claim and amountthe amount of the liability claimed with respect thereto. If the facts giving rise to any such Claim shall involve any actual, if ascertainablethreatened or possible Claim or demand by any third person against an Indemnitee, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party shall contest or defend such Claim at its expense and through counsel of its indemnification obligations under this Agreementown choosing and may settle any such Claim in its sole discretion provided that such settlement does not require any admission, unless action or payment by an Indemnitee (other than the Indemnified Party establishes execution of documents or other instruments which are not in conflict with the foregoing). Except as set forth below, such Indemnitee shall not make any settlement of any Claim that would give rise to liability on the part of the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining under this Agreement without the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any the Indemnifying Party undertakes shall within a reasonable time fail to compromise contest or defend any asserted liabilitysuch Claim properly notified by such Indemnitee, then the Indemnitee may defend or settle the Claim in its sole discretion and such Indemnifying Party will pay the actual attorneys fees and expenses (in addition to its other indemnification obligations) of such Indemnitee incurred in the course of either defending or settling the Claim itself or if any judgment is rendered against such Indemnitee with respect to such Claim or if enforcement of a judgment is sought against such Indemnitee. Further, if any judgment is rendered or enforcement is so sought against such Indemnitee with respect to a Claim for which it is to be indemnified hereto, such Indemnitee shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with offer the Indemnifying Party the opportunity to contest, defend or appeal such Claim, as the case may be, and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by if the Indemnifying PartyParty shall not so contest, provided defend or appeal such costs and expenses have been previously approved by the Indemnifying Party. In any eventClaim, the Indemnified Party Indemnitee shall have the right at its own expense to participate in contest, defend or appeal such Claim and settle such Claim and seek indemnification against the defense of an asserted liabilityIndemnifying Party pursuant to the terms hereof.

Notice and Opportunity to Defend. Promptly after the and in any event within twenty (20) days after receipt by Buyer or the Company and/or the Seller any party hereto ("INDEMNIFIED PARTY") of notice from a party to this Agreement or from a third party of the assertion of any action, proceeding, claim Loss or potential claim (discovery of any of fact upon which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (expects to make a claim for indemnification hereunder, the “Indemnified Party”) Party shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such "INDEMNIFYING PARTY") written notice shall specify describing such Loss or fact in reasonable detail detail. With respect to claims by third parties (other than claims with respect to the basis and amountmatter set forth in Section 7.1(a) above, if ascertainablefor which all parties agree that HPI shall have the sole right to compromise or defend with respect to all parties hereto), of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its such party's option, to compromise or defend the claimdefend, at its such party's own expense and by its such party's own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party as to which the Indemnifying Party shall have acknowledged its obligation to indemnify the party seeking indemnification hereunder; provided that counsel for the Indemnifying Party shall be approved by the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which whose approval shall not be unreasonably withheld. An ; and provided further that the Indemnifying Party shall not be liable for any costs of settlement incurred not, without the written consent of the Indemnifying Indemnified Party, consent to the entry of any judgment or enter into any settlement that does not include the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim for litigation. If any Indemnifying Party undertakes shall undertake to compromise or defend any such asserted liability, it such party shall promptly notify the Indemnified Party of its such party's intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its such party's counsel in the compromise of of, or defense against against, any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the The Indemnified Party shall have the right at its own expense to participate in the defense of an such asserted liabilityliability as long as its participation does not materially impede or otherwise materially and adversely affect the ability of the Indemnifying Party to fulfill its obligations in a reasonable and cost-effective manner.

Notice and Opportunity to Defend. Promptly after If there occurs an event that either party asserts is an indemnifiable event pursuant to Articles 5.1 and 5.2 hereof, the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to party seeking indemnification under this Agreement, such party (the “Indemnified PartyIndemnitee”) shall give prompt written notice to notify the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying PartyIndemnitor”)) promptly. Such If such event involves (i) any claim, or (ii) the commencement of any action or proceeding by a third person, the Indemnitee will give the Indemnitor written notice of such claim or the commencement of such action or proceeding within 15 days of the Indemnitee’s becoming aware thereof; provided, however, that delay or failure to so notify the Indemnitor shall specify in reasonable detail only relieve the basis and amountIndemnitor of its obligations to the extent, if ascertainableat all, that it is prejudiced by reasons of any claim that would be based upon the Circumstancesuch delay or failure. The failure Indemnitor shall have a period of 30 days within which to give respond thereto. If the Indemnitor accepts responsibility within such notice promptly 30 day period, the Indemnitor shall relieve provide the Indemnifying Party of its indemnification obligations under this Agreement, unless Indemnitee with such assurances as may be reasonably required by the Indemnified Party establishes Indemnitee to assure that the Indemnifying Party either had knowledge of Indemnitor will assume and be responsible for the Circumstance or was not prejudiced by entire liability at issue, subject to the failure to give notice of the CircumstanceCap. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party Indemnitee agrees to cooperate fully with the Indemnifying Party Indemnitor and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Indemnitee shall have the right to participate in a non-controlling manner and at its own expense to participate in the defense of an such asserted liability. Any compromise of such asserted liability by the Indemnitor shall require the prior written consent of the Indemnitee, which shall not be withheld unreasonably, and until such consent is obtained, the Indemnitor shall continue defense of such asserted liability. If, however, the Indemnitee refuses its consent to a bona fide offer of settlement that the Indemnitor wishes to accept, the Indemnitee may continue to pursue such matter, free of any participation by the Indemnitor, at the sole expense of the Indemnitee. In such event, the obligation of the Indemnitor to the Indemnitee shall be equal to the lesser of (y) the amount of the offer of settlement which the Indemnitee refused to accept plus Indemnitee’s Loss, if any, prior to the date the Indemnitor notifies the Indemnitee of the offer of settlement, and (z) the actual out-of-pocket amount the Indemnitee is obligated to pay as a result of the Indemnitee’s continuing to pursue such matter, in each case subject to the Cap. The Indemnitor shall be entitled to recover from the Indemnitee any additional expenses incurred by the Indemnitor as a result of the decision of the Indemnitee to pursue such matter.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer the Seller or the Company and/or Purchaser, as the Seller case may be, of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “CircumstanceClaim”) which could give rise to a right to indemnification under this AgreementSection 8.1 or Section 8.2, the party receiving such party notice (the an “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the CircumstanceClaim. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance Claim or was not prejudiced by the failure to give notice of the CircumstanceClaim. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.