Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. Promptly after receipt by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 9.2 or 9.3 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying partyparty under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof with counsel reasonable reasonably satisfactory to such indemnified party and, after notice from party. If the indemnifying party to such indemnified party of its election so elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party shall not be liable responsible for paying for more than one separate firm of attorneys to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without represent the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation parties, regardless of the rights number of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the parties. The indemnifying party shall have no liability with respect to any compromise or settlement thereof of any action effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying partyparty under such section, give notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s 's consent (which shall not be unreasonable withheld) unless: unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; clause (ii) and no adverse effect on any other claims that may be made against the indemnified party; party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; , (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); ) and (c) the indemnified party will reasonably reasonable cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen 15 days after the indemnified party’s 's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by If an indemnified party of indemnitee receives notice of any ----------------------------- claim, or the commencement of any action, such indemnified party shall, if a claim in by a person who is not a party to this Agreement (a "Third Party Claim") with respect thereof is to be made against which an indemnifying partyparty may be obligated to provide indemnification under this Agreement, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice to shall not relieve the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party its obligations except to the extent the defense of such action by that the indemnifying party is prejudiced therebyby the failure to give the notice. In case any such action The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be brought against an indemnified party and it shall give notice to sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the commencement thereofnotice, the indemnifying party shall be entitled notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to participate therein and, to assume responsibility for defending a Third Party Claim only in the extent event of a good faith dispute that it shall wish, the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofa Third Party Claim, the indemnifying party shall not be liable to such indemnified party under such section for any fees of legal or other counsel or any other expenses, in each case costs and expenses subsequently incurred by such indemnified party the indemnitee in connection with the defense thereof, other than reasonable costs of investigation, defense. If an indemnifying party assume elects to defend or compromise any Third Party Claim, the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which indemnitee shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in all reasonable respects in connection the defense of such actionor compromise, and shall not admit any liability with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. If notice is given to Following the payment by an indemnifying party of the commencement of to any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereofindemnitee in connection with any Third Party Claim, the indemnifying party shall be bound by subrogated to and shall stand in the place of the indemnitee with respect to any determination made rights or claims the indemnitee may have in such action connection with the Third Party Claim, or any compromise or settlement thereof effected by against the indemnified party. Notwithstanding person asserting the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)Third Party Claim.

Procedure for Indemnification. Promptly after After receipt by an indemnified party under Section 11.1, Section 11.2 or Section 11.3 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying partyparty under such Section, give written notice to the indemnifying party of the commencement thereof, but the . The failure so to promptly notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the defense indemnity obligations of such action by the indemnifying party, the indemnifying party is prejudiced therebyshall not be responsible for any such increase. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof with counsel reasonable reasonably satisfactory to such indemnified party and, after notice from party. If the indemnifying party to such indemnified party of its election so elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and (i) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party or (ii) such action could reasonably be expected to result in the imposition of criminal liability, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party and it is practical for all such parties to be represented by common counsel, the indemnifying party shall not be liable responsible for paying for more than one separate firm of attorneys to such represent the indemnified party under such section for any fees parties, regardless of other counsel or any other expenses, in each case subsequently incurred by such the number of indemnified party in connection with parties. If the defense thereof, other than reasonable costs of investigation, If an indemnifying party elects to assume the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s written consent (which shall not be unreasonable unreasonably withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld)) unless the indemnifying party has failed to defend such indemnified party against such action.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 10.2 or 10.3 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying partyparty under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof with counsel reasonable reasonably satisfactory to such indemnified party and, after notice from party. If the indemnifying party to such indemnified party of its election so elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party shall not be liable responsible for paying for more than one separate firm of attorneys to such represent the indemnified party under such section for any fees parties, regardless of other counsel or any other expenses, in each case subsequently incurred by such the number of indemnified party in connection with parties. If the defense thereof, other than reasonable costs of investigation, If an indemnifying party elects to assume the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s 's written consent (which shall not be unreasonable unreasonably withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt Each claim for indemnification, including those claims resulting from the assertion of liability by an Persons not parties to this Agreement, including claims by any Governmental Authority for penalties, fines and assessments, must be made by delivery by the Party to be indemnified party (the “Indemnified Party”) to the Party responsible for the indemnification obligation (the “Indemnifying Party”) of written notice containing details reasonably sufficient to disclose to the Indemnifying Party the nature and scope of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against including an indemnifying party, give notice to the indemnifying party estimate of the commencement thereofamount of claimed Adverse Consequences and copies of all relevant pleadings, but documents and information within ten (10) Business Days after the Indemnified Party’s knowledge of such claim. Any failure so to notify in the indemnifying party delivery of such notice shall not relieve it affect the obligations of any liability that it may have to any indemnified party the Indemnifying Party, except to the extent that the defense rights and remedies of the Indemnifying Party are adversely affected or prejudiced as a result of the failure to give, or delay in giving, such action by the indemnifying party is prejudiced therebynotice. In case the event that any such action shall be Action is brought against an indemnified party Indemnified Party for which the Indemnifying Party may be required to indemnify the Indemnified Party hereunder, the Action shall be defended by the Indemnifying Party and it such defense shall give notice to include all appeals or reviews. The Indemnifying Party shall not make any settlement of any claims without the indemnifying party written consent of the commencement thereofIndemnified Party, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party which consent shall not be liable to unreasonably withheld, conditioned or delayed, provided, however, that such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: required if (i) there is no the settlement does not involve any finding or admission of any violation of law Law or any violation of the rights admission of any person which is not fully remedied wrongdoing by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and Indemnified Party, (ii) the sole relief provided is monetary damages that are damages, which the Indemnifying Party shall pay or cause to be paid in full by concurrently with the indemnifying party; effectiveness of such settlement, (biii) the indemnifying party shall have no liability with respect settlement involves a full release of the claim and (iv) the settlement does not encumber any of the assets of any Indemnified Party or impose any restriction or condition that would apply to or materially adversely affect any compromise or settlement thereof effected without Indemnified Party. If the Indemnified Party withholds its consent (which unreasonably, the Indemnified Party shall not be reasonably withheld); obligated for any future expenses and (c) the indemnified party will reasonably excess settlement amounts. The Indemnified Party shall fully cooperate at its expense in connection with the indemnifying party defense of any such claims including, without limitation, reasonable access to the Indemnified Party’s records and personnel relating to such claim, and will have the right to participate in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party claim by counsel of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially own choosing and adversely affect it or at its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)own expense.

Procedure for Indemnification. Promptly after receipt by an indemnified Any party of notice of the commencement of any action, such indemnified party shall, if making a claim in respect thereof is to be made against an indemnifying party, give notice to for indemnification hereunder (the indemnifying party of the commencement thereof, but the failure so to "Indemnitee") shall promptly notify the indemnifying party (the "Indemnifying Party") of the claim in writing, describing the claim, the amount thereof, and the basis therefor. The Indemnifying Party shall not relieve it respond to each such claim within thirty (30) days of any liability that it may have receipt of such notice. No action shall be taken pursuant to any indemnified party except the provisions of this Agreement or otherwise by the Indemnitee until the later of (a) the expiration of the thirty (30) day response period (unless reasonably necessary to protect the rights of the Indemnitee), or (b) thirty (30) days following the receipt of a response within such thirty (30) day period by the Indemnitee requesting an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be reduced to the extent the defense of so cured within such action thirty (30) day cure period). If such demand is based on a claim by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereofa third party, the indemnifying party Indemnifying Party shall be entitled to participate therein and, to have the extent that it shall wish, right to assume the defense thereof with counsel reasonable satisfactory to such indemnified party andentire control of the defense, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by thereof, including at its own expense, employment of counsel reasonably satisfactory to the indemnifying Indemnitee, and, in connection therewith, the Indemnitee shall cooperate fully to make available to the Indemnifying Party all pertinent information under its control. The Indemnifying Party shall not concede, settle or compromise any such third-party claim without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person Indemnitee, which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)withheld or delayed. No claim for indemnification resulting from the breach or falsity of any of the representations or warranties set forth herein or in any certificate or other instrument delivered pursuant hereto shall be made after a date on which such representation, warranty or agreement shall have expired under the provisions of Section 9.1 hereof.

Procedure for Indemnification. Promptly after receipt In the event that either party to this Agreement shall incur any damages in respect of which indemnity may be sought by an such party pursuant to this Section 11 or any other provision of this Agreement, the party indemnified hereunder (the "Indemnitee") shall notify the party providing indemnification (the "Indemnitor") promptly. In the case of third party claims, such notice shall in any event be given as soon as possible of the commencement filing or assertion of any actionclaim against the Indemnitee stating the nature and basis of such claim; provided, such indemnified party shallhowever, if a claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying party of the commencement thereof, but the that any delay or failure so to notify the indemnifying party any Indemnitor of any claim shall not relieve it of from any liability that it may have to any indemnified party except to the extent that the Indemnitor demonstrates that the defense of such action has been materially prejudiced by the indemnifying party is prejudiced therebysuch delay or failure to notify. In the case any such action shall be brought against an indemnified of third party and it shall give notice to the indemnifying party of the commencement thereofclaims, the indemnifying party shall be entitled to participate therein andIndemnitor shall, to within 10 days of receipt of notice of such claim, notify the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party Indemnitee of its election so intention to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: claim if the Indemnitor concurrently assumes the obligation to indemnify the Indemnitee. If the Indemnitor assumes the defense of the claim, the Indemnitor shall have the right and obligation (a) no compromise to conduct any proceedings or settlement thereof may be effected by negotiations in connection therewith and necessary or appropriate to defend the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; Indemnitee, (b) the indemnifying party shall have no liability with respect to take all other required steps or proceedings to settle or defend any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); such claims, and (c) to employ counsel to contest any such claim or liability in the indemnified party will reasonably cooperate with name of the indemnifying party in Indemnitee or otherwise. If the Indemnitor shall not assume the defense of any such actionclaim or litigation resulting therefrom, the Indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the Indemnitee may settle such claim or litigation on such terms as it may deem appropriate, and assert against the Indemnitor any rights or claims to which the Indemnitee is entitled. If notice is given to an indemnifying party Payment of Seller or Buyer damages, as the case may be, shall be made within ten (10) days of a final determination of a claim. A final determination of a disputed claim shall be (v) a judgment of any court determining the validity of the commencement disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (w) an award of any action and arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within to move to set such award aside has elapsed, (x) a written termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (y) a written acknowledgment of the Indemnitor that it does notno longer disputes the validity of such claim, within fifteen days after the indemnified party’s notice is given, give notice or (z) such other evidence of final determination of a disputed claim as shall be acceptable to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)parties.

Procedure for Indemnification. Promptly after receipt In the event that any party to this Agreement shall incur any Damages in respect of which indemnity may be sought by an such party pursuant to this Section 13 or any other provision of this Agreement, the party indemnified hereunder (the "INDEMNITEE") shall notify the party providing indemnification (the "INDEMNITOR") promptly. In the case of third party claims, such notice shall in any event be given within 10 days of the commencement filing or assertion of any actionclaim against the Indemnitee stating the nature and basis of such claim; provided, such indemnified party shallhowever, if a claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying party of the commencement thereof, but the that any delay or failure so to notify the indemnifying party any Indemnitor of any claim shall not relieve it of from any liability that it may have to any indemnified party except to the extent that the Indemnitor demonstrates that the defense of such action has been materially prejudiced by the indemnifying party is prejudiced therebysuch delay or failure to notify. In the case any such action shall be brought against an indemnified of third party and it shall give notice to the indemnifying party of the commencement thereofclaims, the indemnifying party shall be entitled to participate therein andIndemnitor shall, to within 10 days of receipt of notice of such claim, notify the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party Indemnitee of its election so intention to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: claim. If the Indemnitor assumes the defense of the claim, the Indemnitor shall have the right and obligation (a) no compromise to conduct any proceedings or settlement thereof may be effected by negotiations in connection therewith and necessary or appropriate to defend the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; Indemnitee, (b) the indemnifying party shall have no liability with respect to take all other required steps or proceedings to settle or defend any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); such claims, and (c) to employ counsel to contest any such claim or liability in the indemnified party will reasonably cooperate with name of the indemnifying party in Indemnitee or otherwise. If the Indemnitor shall not assume the defense of any such actionclaim or litigation resulting therefrom, the Indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the Indemnitee may settle such claim or litigation on such terms as it may deem appropriate, and assert against the Indemnitor any rights or claims to which the Indemnitee is entitled. If notice Payment of Damages shall be made within 10 days of a final determination of a claim. A final determination of a disputed claim shall be (a) a judgment of any court determining the validity of disputed claim, if no appeal is given pending from such judgment or if the time to appeal therefrom has elapsed, (b) an indemnifying party award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within to move to set such award aside has elapsed, (c) a written termination of the commencement dispute with respect to such claim signed by all of any action and the parties thereto or their attorneys, (d) a written acknowledgment of the Indemnitor that it does notno longer disputes the validity of such claim, within fifteen days after the indemnified party’s notice is given, give notice or (e) such other evidence of final determination of a disputed claim as shall be acceptable to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)parties.

Procedure for Indemnification. Promptly after receipt by an indemnified party party, under Section 5(a) or 5(b), of notice of the commencement of any action, such the indemnified party shallshall notify the indemnifying party in writing of the commencement thereof, if a claim in respect thereof is to be made against an indemnifying party, give party under any of these Sections; but the omission of such notice to shall not relieve the indemnifying party of from liability which it may have to the commencement thereofindemnified party under this Section 5, but except to the failure so to notify extent that the indemnifying party is actually prejudiced in any material respect by such failure to give notice, and shall not relieve it of the indemnifying party from any liability that which it may have to any indemnified party except to the extent the defense of such action by the indemnifying party is prejudiced therebyotherwise than under this Section 5. In case any such the event that an action shall be is brought against an the indemnified party and it shall give notice to such indemnified party notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein andin, and to the extent that it shall wishchooses, to assume the defense thereof with counsel reasonable reasonably satisfactory to such the indemnified party andparty, and after notice from the indemnifying party to such the indemnified party of its election that it so to assume the defense thereofchooses, the indemnifying party shall not be liable to such indemnified party under such section for any fees of legal or other counsel or any other expenses, in each case expenses subsequently incurred by such the indemnified party in connection with the defense thereof; provided however, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: that (ai) no compromise or settlement thereof may be effected by if the indemnifying party without fails to take reasonable steps necessary to defend diligently the claim within 20 days after receiving notice from the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding party that the indemnified party believes it has failed to do so, or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against if the indemnified party; and (ii) the sole relief provided party who is monetary damages that are paid a defendant in full by the indemnifying party; (b) any action or proceeding which is also brought against the indemnifying party reasonably shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice concluded that there are legal defenses available to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice which are not available to the indemnifying party, assume or (iii) if representation of both parties by the exclusive same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified party shall have the right to defend, compromise assume or settle such action, but continue its own defense as set forth above. In no event shall the indemnifying party shall not be bound by any determination responsible for more than one firm of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)counsel for all indemnified parties.

Procedure for Indemnification. Promptly after receipt by an following the discovery of any breach of a representation or warranty of the Company or the Purchasers contained in this Agreement, of any third party claim or of any other matter which could entitle Purchasers or the Company to indemnification under this Agreement, the indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying indemnitor. The indemnitor shall have ten days from receipt of such notice to pay the amount of damages so specified or challenge the claim. If the indemnitor disputes such claim for indemnification, the indemnitor shall be given 10 days in which to meet with the Company's accountants, review the basis for such claim and dispute the findings, if appropriate. If any claim for indemnification hereunder results from any claim or Loss by a person who is not a party to this Agreement ("Third Party Claim"), such notice shall also specify, if known, the amount or an estimate of the commencement thereof, amount of the indemnifying liability arising therefrom. The Indemnitee shall give the other party prompt notice of any such claim and the Indemnitor shall be entitled to participate therein and, to the extent that it shall wish, to assume undertake the defense thereof with counsel reasonable by representatives of its own choosing, reasonably satisfactory to the Indemnitee, at the expense of the Indemnitor. The Indemnitee shall have the right to participate in any such indemnified party anddefense of a Third Party Claim with advisory counsel of its own choosing, at its own expense. If Indemnitor, within 20 days after notice from the indemnifying party of any such Third Party Claim, fails to such indemnified party of its election so to assume the defense thereofdefend, the indemnifying party Indemnitee shall not be liable have the right to such indemnified party under such section for any fees of other counsel or any other expensesundertake the defense, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party Third Party Claim on behalf, and for the account of, Indemnitor, at the expense and risk of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)Indemnitor.

Procedure for Indemnification. Promptly after receipt by an indemnified party party, under Section 5(a) or 5(b), of notice of the commencement of any action, such the indemnified party shallshall notify the indemnifying party in writing of the commencement thereof, if a claim in respect thereof is to be made against an indemnifying party, give party under any of these Sections; but the omission of such notice to shall not relieve the indemnifying party of from liability which it may have to the commencement thereofindemnified party under this Section 5, but except to the failure so to notify extent that the indemnifying party is actually prejudiced in any material respect by such failure to give notice, and shall not relieve it of the indemnifying party from any liability that which it may have to any indemnified party except to the extent the defense of such action by the indemnifying party is prejudiced therebyotherwise than under this Section 5. In case any such the event that an action shall be is brought against an the indemnified party and it shall give notice to such indemnified party notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein andin, and to the extent that it shall wishchooses, to assume the defense thereof with counsel reasonable reasonably satisfactory to such the indemnified party andparty, and after notice from the indemnifying party to such the indemnified party of its election that it so to assume the defense thereofchooses, the indemnifying party shall not be liable to such indemnified party under such section for any fees of legal or other counsel or any other expenses, in each case expenses subsequently incurred by such the indemnified party in connection with the defense thereof; provided however, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: that (ai) no compromise or settlement thereof may be effected by if the indemnifying party without fails to take reasonable steps necessary to defend diligently the claim within 20 days after receiving notice from the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding party that the indemnified party believes it has failed to do so, or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against if the indemnified party; and (ii) the sole relief provided party who is monetary damages that are paid a defendant in full by the indemnifying party; (b) any action or proceeding which is also brought against the indemnifying party reasonably shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice concluded that there are legal defenses available to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice which are not available to the indemnifying party, assume or (iii) if representation of both parties by the exclusive same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified party shall have the right to defend, compromise assume or settle such action, but continue its own defense as set forth above. In no event shall the indemnifying party shall not be bound by any determination responsible for more than one firm of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)counsel for all indemnified parties.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 10.2, 10.3 or 10.4 of notice of the commencement of any action, such indemnified party shall, if a claim for indemnification in respect thereof is to be made against an indemnifying partyparty under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof with counsel reasonable reasonably satisfactory to such indemnified party and, after notice from party. If the indemnifying party to such indemnified party of its election so elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party shall not be liable responsible for paying for more than one separate firm of attorneys to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without represent the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation parties, regardless of the rights number of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the parties. The indemnifying party shall have no liability with respect to any compromise or settlement thereof of any action effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 12.1 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying partyparty under such section, give notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall promptly give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, within ten Business Days of receipt of such notice, to assume the defense thereof with counsel reasonable of its choice and reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, . If an indemnifying party assume assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s 's consent (which shall not be unreasonable withheld) unless: unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) indemnified party and no adverse effect on any other claims that may be made against the indemnified party; party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably unreasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days ten Business Days after the indemnified party’s 's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated Affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by Any party entitled to indemnification under this Article IX (an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, "Indemnified Party") will give written notice to the indemnifying party of the commencement thereofany matters giving rise to a claim for indemnification; provided, but that the failure so of any party entitled to notify indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party shall not relieve it of any liability that it may have to any indemnified party its obligations under this Article IX except to the extent the defense of such action by that the indemnifying party is actually prejudiced therebyby such failure to give notice. In case any such action shall be action, proceeding or claim is brought against an indemnified party and it shall give notice to the indemnifying party Indemnified Party in respect of the commencement thereofwhich indemnification is sought hereunder, the indemnifying party shall be entitled to participate therein in and, unless in the reasonable judgment of counsel to the extent that Indemnified Party a conflict of interest between it shall wishand the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonable reasonably satisfactory to such indemnified party and, after notice from the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such indemnified party person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so to assume the defense thereofof any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law action, claim or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof proceeding effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party prior written consent. Notwithstanding anything in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice this Article IX to the indemnified party of its election to assume the defense thereofcontrary, the indemnifying party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be bound by in addition to (a) any determination made in such cause of action or any compromise or settlement thereof effected by similar rights of the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but Indemnified Party against the indemnifying party shall not or others, and (b) any liabilities the indemnifying party may be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)subject to.

Procedure for Indemnification. Promptly after receipt by an indemnified If any Person shall claim indemnification (the "Indemnified Party") hereunder for any claim other than a third party of notice of claim, the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, Indemnified Party shall promptly give written notice to the indemnifying other party from whom indemnification is sought (the "Indemnifying Party") of the commencement thereofnature and amount of the claim. If an Indemnified Party shall claim indemnification hereunder arising from any claim or demand of a third party, but the failure so Indemnified Party shall promptly give written notice (a "Written Notice") to the Indemnifying Party of the basis for such claim or demand, setting forth the nature of the claim or demand in detail. The Indemnifying Party shall have the right to compromise or, if appropriate, defend at its own cost and through counsel of its own choosing (reasonably acceptable to the Indemnified Party), any claim or demand set forth in a Written Notice giving rise to such claim for indemnification. In the event the Indemnifying Party undertakes to compromise or defend any such claim or demand, it shall promptly (and in any event, no later than thirty (30) days after receipt of the Written Notice) notify the Indemnified Party in writing of its intention to do so. If the Indemnifying Party fails to notify the indemnifying party shall not relieve it Indemnified Party of any liability that it may have its intent to any indemnified party except to undertake the extent the compromise or defense of such action claim or demand, then the Indemnified Party may do so at the expense of the Indemnifying Party. The parties shall fully cooperate in the defense or compromise of any indemnified claim or demand. After the assumption of the defense by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereofIndemnifying Party, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party under such section for any fees of legal or other counsel or any other expenses, in each case expenses subsequently incurred by such indemnified party the Indemnified Party, in connection with such defense, but the Indemnified Party may participate in such defense thereofat its own expense. No settlement of a third party claim or demand defended by the Indemnifying Party shall be made without the written consent of the Indemnified Party, other than reasonable costs such consent not to be unreasonably withheld. The Indemnifying Party shall not, except with written consent of investigationthe Indemnified Party, If an indemnifying party assume consent to the defense entry of such an action: (a) no compromise a judgment or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall does not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to include as an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense unconditional term thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected giving by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it claimant or its affiliated other than as a result of monetary damages, such indemnified party may, by notice plaintiff to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination Indemnified Party of an action so defended unconditional release from all liability in respect of such third party claim or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)demand.

Procedure for Indemnification. Promptly after receipt Each claim for indemnification, including those claims resulting from the assertion of liability by an Persons not parties to this Agreement, including claims by any Governmental Authority for penalties, fines and assessments, must be made by delivery by the Party to be indemnified party (the “Indemnified Party”) to the Party responsible for the indemnification obligation (the “Indemnifying Party”) of written notice containing details reasonably sufficient to disclose to the Indemnifying Party the nature and scope of the commencement of any actionclaim, such indemnified party shall, if a claim in respect thereof is to be made against including an indemnifying party, give notice to the indemnifying party estimate of the commencement thereofamount of claimed Adverse Consequences and copies of all relevant pleadings, but documents and information, within ten (10) Business Days after the Indemnified Party’s knowledge of such claim. Any failure so to notify in the indemnifying party delivery of such notice shall not relieve it affect the obligations of any liability that it may have to any indemnified party the Indemnifying Party, except to the extent that the defense rights and remedies of the Indemnifying Party are adversely affected or prejudiced as a result of the failure to give, or delay in giving, such action by the indemnifying party is prejudiced therebynotice. In case the event that any such action shall be Action is brought against an indemnified party Indemnified Party for which the Indemnifying Party may be required to indemnify the Indemnified Party hereunder, the Action shall be defended by the Indemnifying Party and it such defense shall give notice to include all appeals or reviews. The Indemnifying Party shall not make any settlement of any claims without the indemnifying party written consent of the commencement thereofIndemnified Party, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party which consent shall not be liable to unreasonably withheld, conditioned or delayed; provided, however, that such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: required if (i) there is no the settlement does not involve any finding or admission of any violation of law Law or any violation of the rights admission of any person which is not fully remedied wrongdoing by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and Indemnified Party, (ii) the sole relief provided is monetary damages that are damages, which the Indemnifying Party shall pay or cause to be paid in full by concurrently with the indemnifying party; effectiveness of such settlement, (biii) the indemnifying party shall have no liability with respect settlement involves a full release of the claim and (iv) the settlement does not encumber any of the assets of any Indemnified Party or impose any restriction or condition that would apply to or materially adversely affect any compromise or settlement thereof effected without Indemnified Party. If the Indemnified Party withholds its consent (which unreasonably, the Indemnified Party shall not be reasonably withheld); obligated for any future expenses and (c) the indemnified party will reasonably excess settlement amounts. The Indemnified Party shall fully cooperate at its expense in connection with the indemnifying party defense of any such claims, including, without limitation, reasonable access to the Indemnified Party’s records and personnel relating to such claim, and will have the right to participate in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party claim by counsel of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially own choosing and adversely affect it or at its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)own expense.

Procedure for Indemnification. Promptly after receipt (a) A claim for indemnification for any matter not involving a third party claim may be asserted by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying party from whom indemnification is sought; provided, however, that failure to so notify the Indemnifying Party shall not preclude the Indemnified Party from any indemnification which it may claim in accordance with this Article 5, except as provided in Section 5.4 below. In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the “Indemnified Party”), the Indemnified Party shall deliver a Notice of Claim to the party required to provide indemnification (the “Indemnifying Party”) within a reasonable time after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought. The Indemnified Party shall permit the Indemnifying Party (at the expense of the commencement thereofIndemnifying Party) to assume the defense of any such claim or any litigation resulting therefrom, but provided, that (i) counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, (ii) the Indemnifying Party shall have acknowledged in writing to the Indemnified Party its unqualified obligation to indemnify the Indemnified Party as provided hereunder, and (iii) the failure so of any Indemnified Party to notify the indemnifying party deliver a Notice of Claim as provided herein shall not relieve it the Indemnifying Party of any liability that it may have to any indemnified party its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is prejudiced as a result of such failure to deliver such Notice of Claim. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such action claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the indemnifying party is prejudiced therebyeach claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In case the event that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right to assume control over the defense, settlement, negotiations or litigation relating to any such action shall be brought against an indemnified party and it shall give notice to claim at the indemnifying party sole cost of the commencement thereofIndemnifying Party; provided, however, that the indemnifying party Indemnifying Party will not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding; and provided, further, that if the Indemnified Party does so assume control (i) the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: claim (aat the Indemnifying Party’s expense) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that are paid the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand, and shall be entitled to settle or agree to pay in full such claim or demand; provided, however, that except with the prior written consent of the Indemnifying Party, such Indemnified Party shall not consent to entry of any judgment nor enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnifying Party or that does not include as an unconditional term thereof the giving by the indemnifying party; (b) the indemnifying party shall have no each claimant or plaintiff to such Indemnifying Party of a release from all liability with respect to such claim or litigation. In any compromise or settlement thereof effected without its consent (which event, the Company and the Purchaser shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party each other in the defense of such action. If notice is given any claim or litigation subject to an indemnifying party this Section 5 and, subject to applicable attorney-client privileges unless otherwise specifically waived in writing, the records of each of the commencement of any action Company and it does not, within fifteen days after the indemnified party’s notice is given, give notice Purchaser shall be available to the indemnified party of its election other with respect to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)defense.

Procedure for Indemnification. Promptly A Party (the “Indemnitee”) that intends to claim indemnification under Sections 7.1 or 7.2 shall promptly notify the other Party (the “Indemnitor”) of any claim, demand, action or other proceeding for which the Indemnitee intends to claim such indemnification. The Indemnitor shall have the right to participate in, and to the extent the Indemnitor so desires, to assume the defense thereof with counsel selected by the Indemnitor; provided, however, that the Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other Party represented by such counsel in such proceeding. The indemnity obligations under Sections 7.1 and 7.2 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the prior express written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the Indemnitor within a reasonable time after receipt by an indemnified party of notice of any such claim or demand, or the commencement of any action, such indemnified party shallaction or other proceeding, if a claim in prejudicial to its ability to defend such claim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under Sections 7.1 and 7.2 with respect thereof is thereto, but the omission so to be made against an indemnifying party, give deliver notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party Indemnitor shall not relieve it of any liability that it may have to any indemnified party except the Indemnitee otherwise than under Sections 7.1 and 7.2. The Indemnitor may not settle or otherwise consent to the extent the defense of such action by the indemnifying party is prejudiced thereby. In case an adverse judgment in any such claim, demand, action shall be brought against an indemnified party and it shall give notice to or other proceeding that diminishes the indemnifying party rights or interests of the commencement thereofIndemnitee without the prior express written consent of the Indemnitee, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party which consent shall not be liable to such indemnified party under such section for any fees of other counsel unreasonably withheld or any other expensesdelayed. The Indemnitee, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which its employees and agents shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party Indemnitor and its legal representatives in the investigation and defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does notclaim, within fifteen days after the indemnified party’s notice is givendemand, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected other proceeding covered by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)this Section 7.3.

Procedure for Indemnification. Promptly after receipt by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying partyparty under such section, give notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, . If an indemnifying party assume assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent ('s consent, which shall not be unreasonable withheld) unless: unreasonably withheld unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) and no adverse effect on any other claims that may be made against the indemnified party; party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (consent, which shall not be reasonably unreasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen ten (10) days after the indemnified party’s 's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (consent, which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after If a party (the "Obligated Party") is required to indemnify the other party (the "Indemnified Party") under the terms of this Agreement with respect to a third-party claim, then this Section 4.3 shall govern the procedure with respect to such indemnification. Upon receipt by an indemnified party the Indemnified Party of notice of any claim or matter for which it is entitled to seek indemnification from the commencement of any actionObligated Party under the terms hereof (the "Claim"), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying party Indemnified Party shall promptly notify the Obligated Party of the commencement thereofClaim, but the failure so to notify the indemnifying party shall Obligated Party will not relieve it the Obligated Party of any liability that it may have to any indemnified party Indemnified Party, except to the extent that the Obligated Party is prejudiced by the Indemnifying Party's failure to give such notice. The Obligated Party shall contest and defend against the Claim; provided, however, that the Obligated Party shall not commit, suffer, or permit any act or omission which would cause the Indemnified Party to incur, or expose the Indemnified Party to the incurrence of, any civil fines or criminal penalties. The Obligated Party shall keep the Indemnified Party informed of the progress of the defense against the Claim which shall be diligently pursued. If the Obligated Party assumes the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereofClaim, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof of such Claim may be effected by the indemnifying party Obligated Party without the indemnified party’s Indemnified Party's consent unless (which shall not be unreasonable withheld) unless: (iA) there is no finding or admission of any violation by the Indemnified Party of law any applicable laws, rules, regulations or other legal requirements or any violation by the Indemnified Party of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) or entity and no adverse effect on any other claims that may be made against the indemnified party; Indemnified Party, and (iiB) the sole relief provided is monetary damages that are paid in full by the indemnifying partyObligated Party. If a final adjudication (i.e., an adjudication with respect to which the time for taking all appeals as of right has lapsed or with respect to which no further appeal is legally available) of such Claim is rendered against the Indemnified Party, by a court of competent jurisdiction, the Obligated Party shall, within thirty (30) days after such adjudication becomes final, pay and satisfy such Claim. The Obligated Party shall notify the Indemnified Party in writing within ten (10) business days after an adjudication is rendered as to whether the Obligated Party will appeal the adjudication. If the Obligated Party notifies the Indemnified Party that it will not appeal an adjudication, then the Indemnified Party may undertake such appeal, at its sole cost and expense, in which case the Indemnified Party shall notify the Obligated Party at least ten (10) business days prior to the last date on which the Obligated Party is required to pay and satisfy the Claim pursuant to this Section 4.3 and the Obligated Party shall within twenty (20) business days after such notification deposit into escrow, with a national financial institution or title company reasonably acceptable to the Indemnified Party and the Obligated Party, the amount necessary to pay and satisfy the Claim. Upon depositing such amount, the Obligated Party shall be released from any further obligation hereunder to pay, satisfy and contest the Claim. The escrowed amount shall be disbursed and applied as follows: first, to the Indemnified Party, at any time upon demand by the Indemnified Party, to be used to pay and satisfy such Claim; second, to the Indemnified Party for the payment or reimbursement of the reasonable costs and expenses incurred by the Indemnified Party in prosecuting such appeal; and third, any excess to the Obligated Party. If the Obligated Party fails to contest and defend against, or to pay and satisfy the Claim within such thirty (b30) days, then the Indemnified Party may, at its option, contest and defend against and/or pay and satisfy the Claim, in which case the Obligated Party shall immediately reimburse the Indemnified Party for all costs and expenses (such as, but not limited to, actual attorneys' fees and disbursements) incurred by the Indemnified Party in contesting and defending against and/or paying and satisfying the Claim and enforcing the indemnification, together with interest on such costs and expenses from the time incurred until the time paid at the lower of (i) three percent (3%) in excess of the prime rate announced by Chemical Bank, from time to time, or (ii) the indemnifying highest rate permitted by law. Each party shall have no liability agrees to cooperate with the reasonable requests of the other party in contesting, defending, paying, satisfying or appealing an adjudication rendered with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such actionClaim. If notice is given to an indemnifying party of the commencement of any action and it does notIf, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damagesan appeal, such indemnified insurance recovery or otherwise, the Indemnified Party recovers from a third party mayany amounts with respect to which the Obligated Party made payments to or for the account of the Indemnified Party under this Article IV, by notice the Indemnified Party shall promptly pay over to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by Obligated Party any determination of an action amounts so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)recovered.

Procedure for Indemnification. Promptly after receipt by an indemnified party of notice of If any Person shall claim indemnification (the commencement of "Indemnified Party") hereunder for any actionclaim, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, the Indemnified Party shall promptly give written notice to the indemnifying other party from whom indemnification is sought (the "Indemnifying Party") of the commencement thereofnature and amount of the claim. If an Indemnified Party shall claim indemnification hereunder arising from any claim or demand, but the failure so Indemnified Party shall promptly give written notice (a "Claim Notice") to the Indemnifying Party of the basis for such claim or demand, setting forth the nature of the claim or demand in detail. If the claim is by a third-party, the Indemnifying Party shall have the right to compromise or, if appropriate, defend at its own cost and through counsel of its own choosing, any claim or demand set forth in a Claim Notice giving rise to such claim for indemnification. In the event the Indemnifying Party undertakes to compromise or defend any such claim or demand, it shall promptly (and in any event, no later than fifteen (15) days after receipt of the Claim Notice) notify the indemnifying party Indemnified Party in writing of its intention to do so and shall not relieve it of any liability give the Indemnified Party such security in that it regard as the Indemnified Party reasonably may have to any indemnified party except to request. The Indemnified Party shall fully cooperate with the extent Indemnifying Party and its counsel in the defense or compromise of such action claim or demand. After the assumption of the defense by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereofIndemnifying Party, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party Indemnified Party shall not be liable to such indemnified party under such section for any fees of legal or other counsel or any other expenses, in each case expenses subsequently incurred by such indemnified party the Indemnifying Party, in connection with such defense, but the Indemnified Party may participate in such defense thereofat its own expense. No settlement of a third party claim or demand defended by the Indemnifying Party shall be made without the written consent of the Indemnified Party, other than reasonable costs such consent not to be unreasonably withheld. The Indemnifying Party shall not, except with written consent of investigationthe Indemnified Party, If an indemnifying party assume consent to the defense entry of such an action: (a) no compromise a judgment or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall does not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to include as an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense unconditional term thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected giving by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it claimant or its affiliated other than as a result of monetary damages, such indemnified party may, by notice plaintiff to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination Indemnified Party of an action so defended unconditional release from all liability in respect of such third party claim or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)demand.

Procedure for Indemnification. Promptly after If a party (the "Obligated Party") is required to indemnify the other party (the "Indemnified Party") under the terms of this Agreement with respect to a third-party claim, then this Section 4.3 shall govern the procedure with respect to such indemnification. If the Indemnified Party is the Partnership, then the Obligated Party shall be TRG and PacTel acting jointly. Upon receipt by an indemnified party the Indemnified Party of notice of any claim or matter for which it is entitled to seek indemnification from the commencement of any actionObligated Party under the terms hereof (the "Claim"), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying party Indemnified Party shall promptly notify the Obligated Party of the commencement thereofClaim, but the failure so to notify the indemnifying party shall Obligated Party will not relieve it the Obligated Party of any liability that it may have to any indemnified party Indemnified Party, except to the extent that the Obligated Party is prejudiced by the Indemnifying Party's failure to give such notice. The * Text omitted and separately filed with the Securities and Exchange Commission. Obligated Party shall contest and defend against the Claim; provided, however, that the Obligated Party shall not commit, suffer, or permit any act or omission which would cause the Indemnified Party to incur, or expose the Indemnified Party to the incurrence of, any civil fines or criminal penalties. The Obligated Party shall keep the Indemnified Party informed of the progress of the defense against the Claim which shall be diligently pursued. If the Obligated Party assumes the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereofClaim, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof of such Claim may be effected by the indemnifying party Obligated Party without the indemnified party’s Indemnified Party's consent unless (which shall not be unreasonable withheld) unless: (iA) there is no finding or admission of any violation by the Indemnified Party of law any applicable laws, rules, regulations or other legal requirements or any violation by the Indemnified Party of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) or entity and no adverse effect on any other claims that may be made against the indemnified party; Indemnified Party, and (iiB) the sole relief provided is monetary damages that are paid in full by the indemnifying partyObligated Party. If a final adjudication (i.e., an adjudication with respect to which the time for taking all appeals as of right has lapsed or with respect to which no further appeal is legally available) of such Claim is rendered against the Indemnified Party, by a court of competent jurisdiction, the Obligated Party shall, within thirty (30) days after such adjudication becomes final, pay and satisfy such Claim. The Obligated Party shall notify the Indemnified Party in writing within ten (10) business days after an adjudication is rendered as to whether the Obligated Party will appeal the adjudication. If the Obligated Party notifies the Indemnified Party that it will not appeal an adjudication, then the Indemnified Party may undertake such appeal, at its sole cost and expense, in which case the Indemnified Party shall notify the Obligated Party at least ten (10) business days' prior to the last date on which the Obligated Party is required to pay and satisfy the Claim pursuant to this Section 4.3 and the Obligated Party shall within twenty (20) business days' after such notification deposit into escrow, with a national financial institution or title company reasonably acceptable to the Indemnified Party and the Obligated Party, the amount necessary to pay and satisfy the Claim. Upon depositing such amount, the Obligated Party shall be released from any further obligation hereunder to pay, satisfy and contest the Claim. The escrowed amount shall be disbursed and applied as follows: first, to the Indemnified Party, at any time upon demand by the Indemnified Party, to be used to pay and satisfy such Claim; second, to the Indemnified Party for the payment or reimbursement of the reasonable costs and expenses incurred by the Indemnified Party in prosecuting such appeal; and third, any excess to the Obligated Party. If the Obligated Party fails to contest and defend against, or to pay and satisfy the Claim within such thirty (b30) days, then the Indemnified Party may, at its option, contest and defend against and/or pay and satisfy the Claim, in which case the Obligated Party shall immediately reimburse the Indemnified Party for all costs and expenses (such as, but not limited to, actual attorneys' fees and disbursements) incurred by the Indemnified Party in contesting and defending against and/or paying and satisfying the Claim and enforcing the indemnification, together with interest on such costs and expenses from the time incurred until the time paid at the lower of (i) three percent (3%) in excess of the prime rate announced by Chemical Bank, from time to time, or (ii) the indemnifying highest rate permitted by law. Each party shall have no liability agrees to cooperate with the reasonable requests of the other party in contesting, defending, paying, satisfying or appealing an adjudication rendered with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such actionClaim. If notice is given to an indemnifying party of the commencement of any action and it does notIf, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damagesan appeal, such indemnified insurance recovery or otherwise, the Indemnified Party recovers from a third party mayany amounts with respect to which the Obligated Party made payments to or for the account of the Indemnified Party under this Article IV, the Indemnified Party shall promptly pay over to the Obligated Party any amounts so recovered. A claim for indemnification for any matter not involving a third party claim may be asserted by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)from whom indemnification is sought.

Procedure for Indemnification. Promptly Each party indemnified under paragraph (a) or (b) of this Section 6 shall, promptly after receipt by an indemnified party of notice of any claim or the commencement of any action, action against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying partysought, give notice to notify the indemnifying party in writing of the claim or the commencement thereof, but ; provided that the failure so to notify the indemnifying party shall not relieve it of from any liability that which it may have to any an indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 6, except to the extent (and only to the defense of such action by extent) that the indemnifying party is was prejudiced therebyby such failure, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party. In case If any such claim or action shall be brought against an indemnified party party, and it shall give notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein therein, and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonable reasonably satisfactory to such the indemnified party, but only upon written acknowledgment from the indemnified party and, after that the matter for which the defense is assumed is an indemnifiable obligation of the indemnifying party under this Agreement. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in of such action claim or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the meaning of the Securities Act, shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any determination action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel that a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action so defended which provides for any remedy or any compromise or settlement thereof effected relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without its the prior written consent (of the indemnified party, which consent shall not be unreasonably withheld). In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying party shall not be obligated hereunder to reimburse the indemnified party for the costs thereof. In all instances, the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 6 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in the Company. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall be deemed to include, for purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Procedure for Indemnification. Promptly after receipt by an indemnified Any party of notice of the commencement of any action, such indemnified party shall, if making a claim in respect thereof is to be made against for indemnification hereunder (an indemnifying party, give notice to the indemnifying party of the commencement thereof, but the failure so to “Indemnitee”) shall notify the indemnifying party (an “Indemnitor”) of the claim in writing, describing the claim, the amount thereof, and the basis therefor, promptly after the Indemnitee learns of the existence of the claim, provided that the failure to so notify an Indemnitor shall not relieve it the Indemnitor of any liability that it may have to any indemnified party its obligations hereunder except to the extent such failure shall have harmed the defense Indemnitor. The Indemnitor shall respond to each such claim within thirty (30) days of receipt of such action by notice, provided that the indemnifying party is prejudiced therebyfailure to so respond within such time period shall not constitute an admission of liability for the claim or claims to which the notice related. In case any such Unless necessary to minimize or mitigate continuing losses, no action shall be taken pursuant to the provisions of the Agreement or otherwise by the Indemnitee until the later of (x) the expiration of the 30-day response period or (y) 30 days following the receipt of a response within such 30-day period by the Indemnitee requesting an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be reduced to the extent so cured). No response from the Indemnitor shall preclude the Indemnitee from taking such action under this Agreement or otherwise to obtain such indemnification as the Indemnitee shall be entitled, except to the extent a right to cure is requested and the cure has been performed within the 30-day cure period by or on behalf of the Indemnitor; in case any legal or governmental proceeding is brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereofany Indemnitee, the indemnifying party Indemnitor shall be entitled to participate therein andin (and at the option of the Indemnitor shall assume) the defense thereof, by written notice to the Indemnitee within 30 days after receipt of notice of the claim for Indemnification, with counsel reasonably satisfactory to the Indemnitee, and at the Indemnitor’s own expense; if the Indemnitor shall assume the defense of any such claim as provided above, it shall not settle the same except on terms reasonably acceptable to the Indemnitee. An Indemnitee shall not settle any Indemnified claim for which, and to the extent, it will seek indemnification from Indemnitors hereunder, without the consent of the Indemnitor, which shall not unreasonably be withheld; Indemnified expenses include the reasonable legal fees and expenses of the Indemnitee except to the extent that it shall wish, to assume such fees and expenses are incurred after the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from date and during the indemnifying party to such indemnified party of its election so to assume time that the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume Indemnitor has assumed the defense of any such claim in accordance with the provisions of this Section. However, notwithstanding the assumption by an action: Indemnitor of the defense of any claim at the request of an Indemnitee as provided in this Section, the Indemnitee shall be permitted to join in such defense and to employ counsel at its own expense, except that the Indemnitor shall bear the reasonable fees and disbursements of separate counsel of the Indemnitee if (a) no compromise or settlement thereof may be effected by in the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation reasonable judgment of the rights Indemnitee, the engagement of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; Indemnitor’s counsel would represent a conflict of interest or (b) the indemnifying party Indemnitor shall have no liability with respect fail vigorously to any compromise prosecute or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) defend, as the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action case may materially and adversely affect it or its affiliated other than as a result of monetary damagesbe, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)claim.

Procedure for Indemnification. Promptly after receipt by an indemnified party of notice of the commencement After acquiring knowledge of any actionDamage or Claim for which CIG, such indemnified party shallthe Acquirer or the Fund have agreed to provide indemnification under this Article 9 (an “Indemnifiable Claim”), if a claim in respect thereof is the Person to be made against an indemnifying party, indemnified (the “Indemnitee”) shall give notice to the indemnifying party of (the commencement “Indemnitor”) written notice (a “Claim Notice”) thereof; provided, but the however, that failure so to notify the indemnifying party provide such notice shall not relieve it the Indemnitor of any liability that it may have the obligation to any indemnified party indemnify the Indemnitee except to the extent such party had been materially prejudiced by such failure or delay. If the Indemnitor acknowledges its obligation in writing to indemnify the Indemnitee for the Indemnifiable Claim (which acknowledgment may be made without admission of ultimate liability through a reservation of rights), the Indemnitor will have the right to control the defense of any proceeding relating thereto, unless it is relieved of its obligations to defend hereunder with respect to such defense by the Indemnitee and the Indemnitee has released the Indemnitor from its Liability with respect thereto, in which case, the Indemnitee shall pay its own expense of such defense. If the Indemnitor controls the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereofIndemnifiable Claim, the indemnifying party Indemnitee shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party Indemnitor in resolving such matter including by providing the defense availability and cooperation of its employees who are familiar with the transactions out of which such Indemnifiable Claim may have arisen and by providing Indemnitor with necessary and relevant documents relating to the subject matter of such actionIndemnifiable Claim. If notice is given the Indemnitor fails or refuses to an indemnifying party acknowledge its obligation to undertake such defense, settlement or other resolution of such Indemnifiable Claim within thirty (30) days after receipt of the commencement Claim Notice (which may be undertaken without admission of any action ultimate liability through a reservation of rights), then the Indemnitee may itself defend, settle or otherwise resolve the Indemnifiable Claim, and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party Indemnitor shall be bound by any determination made in such action or any compromise or settlement thereof effected responsible for all reasonable costs incurred by the indemnified party. Notwithstanding Indemnitee in connection therewith, provided any settlement of such Indemnifiable Claim shall require the foregoingconsent of the Indemnitor, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)., conditioned or delayed. If the Indemnitor shall assume the defense, settlement or other resolution of any Indemnifiable Claim, it shall not settle the Indemnifiable Claim without the written consent of the Indemnitee, which shall not be unreasonably withheld, conditioned or delayed, unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a release of the Indemnitee, reasonably satisfactory to the Indemnitee, from all Liability with respect to such Indemnifiable Claim and in the case of a Claim related to Taxes, a release from all Liability for similar or related Claims. EXCHANGE AGREEMENT

Procedure for Indemnification. Promptly after receipt by an indemnified party (a) If any Indemnitee receives notice of notice the assertion of any claim or of the commencement of any claim, action, such indemnified or proceeding made or brought by any Person who is not a party shall, if to this Agreement or any Affiliate of a claim in Party to this Agreement (a “Third Party Claim”) with respect thereof to which indemnification is to be made against sought from an indemnifying partyIndemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than 20 days after the Indemnitee’s receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will have the right to participate in or, by giving written notice to the indemnifying party of Indemnitee, to elect to assume the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it defense of any liability Third Party Claim at such Indemnifying Party’s expense and by such Indemnifying Party’s own counsel, provided that it may have to any indemnified party except to the extent counsel for the Indemnifying Party who shall conduct the defense of such action by the indemnifying party is prejudiced thereby. In case any such action Third Party Claim shall be brought against an indemnified party and it shall give notice reasonably satisfactory to the indemnifying party of the commencement thereof, the indemnifying party Indemnitee. The Indemnitee shall be entitled to participate therein and, to the extent that it shall wish, cooperate in good faith in such defense at such Indemnitee’s own expense. If an Indemnifying Party elects not to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofany Third Party Claim, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof Indemnitee may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such actionThird Party Claim over the objection of the Indemnifying Party, but which settlement or compromise shall conclusively establish the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)Indemnifying Party’s liability pursuant to this Agreement.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 10.2 or 10.3 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying partyparty under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof with counsel reasonable reasonably satisfactory to such indemnified party and, after notice from party. If the indemnifying party to such indemnified party of its election so elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party shall not be liable responsible for paying for more than one separate firm of attorneys to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without represent the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation parties, regardless of the rights number of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the parties. The indemnifying party shall have no liability with respect to any compromise or settlement thereof of any action effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying partyparty under such section, give notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; clause (ii) and no adverse effect on any other claims that may be made against the indemnified party; party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; , (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); ) and (c) the indemnified party will reasonably reasonable cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen 15 days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly A. The party which is entitled to be indemnified hereunder (the "INDEMNIFIED PARTY") shall promptly give notice hereunder to the party required to indemnify (the "INDEMNIFYING PARTY") after receipt by an indemnified party of obtaining written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is as to which recovery may be made sought against an indemnifying party, give notice to the indemnifying party because of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party indemnity in Section 1 and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein Section 2 hereof and, to if such indemnity shall arise from the extent that it claim of a third party, shall wish, permit the Indemnifying Party to assume the defense thereof with counsel reasonable satisfactory to of any such indemnified party andclaim and any litigation resulting from such claim, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofprovided that, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel Buyer or any other expensesMeritage may, in each case subsequently incurred by such indemnified party in connection with the defense thereoftheir discretion, other than reasonable costs of investigationundertake, If an indemnifying party assume at Seller's cost and expense, the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (any claim for which shall not be unreasonable withheld) unless: (i) there Seller is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability responsible hereunder with respect to any compromise lots, land, rights to purchase lots or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) land, project or subdivision within the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified partyOwned Real Property. Notwithstanding the foregoing, if the right to indemnification hereunder shall not be affected by any failure of an indemnified party determined Indemnified Party to give such notice, or delay by an Indemnified Party in good faith that there is a reasonable probability that an action may materially giving such notice, unless, and adversely affect it or its affiliated other than then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of monetary damagesthe failure to give, or delay in giving, such indemnified notice. Failure by an Indemnifying Party to notify an Indemnified Party of its election to defend any such claim or action by a third party may, by within 10 days after notice thereof shall have been given to the indemnifying party, assume Indemnifying Party shall be deemed a waiver by the exclusive Indemnifying Party of its right to defend, compromise defend such claim or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt In the event that any party to this Agreement shall incur any Damages in respect of which indemnity may be sought by an such party pursuant to this Section 14 or any other provision of this Agreement, the party indemnified hereunder (the "Indemnitee") shall notify the party providing indemnification (the "Indemnitor") promptly. In the case of third party claims, such notice shall in any event be given within 10 days of the commencement filing or assertion of any actionclaim against the Indemnitee stating the nature and basis of such claim; provided, such indemnified party shallhowever, if a claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying party of the commencement thereof, but the that any delay or failure so to notify the indemnifying party any Indemnitor of any claim shall not relieve it of from any liability that it may have to any indemnified party except to the extent that the Indemnitor demonstrates that the defense of such action has been materially prejudiced by the indemnifying party is prejudiced therebysuch delay or failure to notify. In the case any such action shall be brought against an indemnified of third party and it shall give notice to the indemnifying party of the commencement thereofclaims, the indemnifying party shall be entitled to participate therein andIndemnitor shall, to within 10 days of receipt of notice of such claim, notify the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party Indemnitee of its election so intention to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: claim. If the Indemnitor assumes the defense of the claim, the Indemnitor shall have the right and obligation (a) no compromise to conduct any proceedings or settlement thereof may be effected by negotiations in connection therewith and necessary or appropriate to defend the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; Indemnitee, (b) the indemnifying party shall have no liability with respect to take all other required steps or proceedings to settle or defend any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); such claims, and (c) to employ counsel to contest any such claim or liability in the indemnified party will reasonably cooperate with name of the indemnifying party in Indemnitee or otherwise. If the Indemnitor shall not assume the defense of any such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereofclaim or litigation resulting therefrom, the indemnifying party Indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the Indemnitee may settle such claim or litigation on such terms as it may deem appropriate, and assert against the Indemnitor any rights or claims to which the Indemnitee is entitled. Payment of Damages shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is within 10 days of a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any final determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)a claim.

Procedure for Indemnification. Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any actionan action or claim to which either such Section may apply, such the indemnified party shall, shall notify the indemnifying party in writing of the commencement of such action or claim if a claim for indemnification in respect thereof is to of such action or claim may be made against an indemnifying party, give notice to the indemnifying party of the commencement thereof, under either such Section; but the failure omission so to notify the indemnifying party shall not relieve it of the indemnifying party from any liability that it which the indemnifying party may have to any the indemnified party under either such Section (except to the extent the defense of where such action by omission shall have materially prejudiced the indemnifying party is prejudiced therebyparty) or otherwise. In case any such action or claim shall be brought against an indemnified party and it the indemnified party shall give notice to notify the indemnifying party of the commencement thereofof such action or claim, the indemnifying party shall be entitled to participate therein in such action or claim and, to the extent that it shall wishthe indemnifying party may desire, to assume the portion of the defense thereof of such action or claim with respect to which the indemnifying party has an indemnification obligation hereunder with counsel reasonable satisfactory to such selected by the indemnifying party and approved by the indemnified party and, after party. After notice from the indemnifying party to such the indemnified party of its the indemnifying party’s election so to assume the defense of such action or claim, or the applicable portion thereof, the indemnifying party shall not be liable to such the indemnified party under such section for any legal, accounting, and other fees of other counsel or any other expenses, in each case and expenses subsequently incurred by such the indemnified party in connection with the defense thereof, of such action or claim other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly In the event a party intends to seek indemnification pursuant to the provisions of Sections 11.1 or 11.2 hereof (the "Indemnified Party"), the Indemnified Party shall promptly give notice hereunder to the other party (the "Indemnifying Party") after receipt by an indemnified party of obtaining written notice of any claim or the commencement service of a summons or other initial legal process in any action instituted against the Indemnified Party as to which recovery may be sought against the Indemnifying Party because of the indemnification provided for in Section 11.1 or 11.2 hereof, and, if such indemnity shall arise from the claim of a third party, the Indemnified Party shall permit the Indemnifying Party to assume the defense of any actionsuch claim and any litigation resulting from such claim; provided, however, that the Indemnified Party shall not be required to permit such an assumption of the defense of any claim or litigation which, if not first paid, discharged or otherwise complied with, would result in an interruption or disruption of the business of the Indemnified Party or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of the Indemnified Party to give such notice (or by delay by the Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give notice to notice. Failure by the indemnifying party of the commencement thereof, but the failure so Indemnifying Party to notify the indemnifying Indemnified Party of its election to defend any such claim or action by a third party within ten (10) days after notice thereof shall not relieve it of any liability that it may have to any indemnified party except been given to the extent Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to defend such claim or action. If the Indemnifying Party assumes the defense of such action claim or litigation resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim or litigation shall include taking all steps necessary in the defense or settlement of such claim or litigation and holding the Indemnified Party harmless from and against any and all damages caused by or arising out of any settlement approved by the indemnifying party is prejudiced therebyIndemnifying Party or any judgment entered in connection with such claim or litigation. In case The Indemnifying Party shall not, in the defense of such claim or any such action shall be brought against litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party or enter into any settlement (except with the written consent of the Indemnified Party) which does not include as an indemnified party and it shall give notice unconditional term thereof the giving by the claimant or the plaintiff to the indemnifying party of Indemnified Party a release from all liability in respect to such claim or litigation. If the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to Indemnifying Party does not assume the defense thereof with counsel reasonable satisfactory to of any such indemnified claim by a third party and, or litigation resulting therefrom after receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofIndemnified Party, the indemnifying party Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate, and unless the Indemnifying Party shall not be liable deposit with the Indemnified Party a sum equivalent to the total amount demanded in such indemnified party under claim or litigation plus the Indemnified Party's estimate of the cost (including attorneys' fees) of defending the same, the Indemnified Party may settle such section claim or litigation on such terms as it may deem appropriate and the Indemnifying Party shall promptly reimburse the Indemnified Party for any fees the amount of other counsel or any other expensessuch settlement and for all costs (including attorneys' fees), in each case subsequently expenses and damages incurred by such indemnified party the Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense against or settlement of such an action: (a) no compromise claim or settlement thereof may be effected by litigation, or if any such claim or litigation is not so settled, the indemnifying party without Indemnifying Party shall promptly reimburse the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission Indemnified Party for the amount of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability judgment rendered with respect to any compromise or settlement thereof effected without its consent claim by a third party in such litigation and for all costs (which shall not be reasonably withheldincluding attorneys' fees); , expenses and (c) damage incurred by the indemnified party will reasonably cooperate Indemnified Party in connection with the indemnifying party in the defense of against such action. If notice is given to an indemnifying party of the commencement of any action and it does notclaim or litigation, within fifteen days after the indemnified party’s notice is givenwhether or not resulting from, give notice to the indemnified party of its election to assume the defense thereofarising out of, or incurred with respect to, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified act of a third party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party any Indemnified Person under Section 6.1 or Section 6.2 hereof of notice of the commencement of any action, claim or proceeding (each, a "Proceeding"), such indemnified party Indemnified Person shall, if a claim Claim in respect thereof is to be made sought against an indemnifying partyAngioDynamics or E-Z-EM, give notice to the indemnifying party respectively (for purposes of this Section 6.4, an "Indemnitor"), notify such Indemnitor in writing of the commencement thereof, but any omission or delay in notifying the failure so to notify the indemnifying party Indemnitor shall not relieve it of from any liability that which it may have to any indemnified party Indemnified Person except to the extent the defense of such action by the indemnifying party is prejudiced therebyany actual prejudice. In case any such action shall be brought against an indemnified party and any Indemnified Person, it shall give notice to the indemnifying party notify an Indemnitor of the commencement thereof, the indemnifying party such Indemnitor shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other Indemnitor similarly notified, to assume the defense thereof thereof, with counsel reasonable reasonably satisfactory to such indemnified party Indemnified Person, and, after notice from the indemnifying party Indemnitor to such indemnified party Indemnified Person of its election so to assume the defense thereof, the indemnifying party such Indemnitor shall not be liable to such indemnified party Indemnified Person under such section this Section 6 for any fees legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party Indemnified Person, in connection with the defense thereof. No Indemnitor shall, without the prior written consent of the applicable Indemnified Person, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened Proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnified Person is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Person from all Claims arising out of such Proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Person. Notwithstanding the foregoing, an Indemnified Person shall have the right to employ separate counsel reasonably acceptable to the Indemnitor in any such proceeding and to participate in (but not control, other than reasonable costs with respect to (3) below) the defense thereof, but the fees and expenses of investigation, If an indemnifying party such counsel shall be at the expense of such Indemnified Person unless (1) the Indemnitor has agreed to pay such fees and expenses; (2) the Indemnitor shall have failed after notice to assume the defense of such an action: Proceeding; or (a3) no compromise the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Person and the Indemnitor, and a conflict of interest may reasonably be expected to exist if such counsel represents such Indemnified Person and the Indemnitor. In the case of clause (3), the Indemnified Person shall have the right to control the Indemnified Person's defense and, for each of clauses (1)-(3), if such Indemnified Person notifies the Indemnitor in writing that it elects to employ separate counsel, the reasonable fees and expenses of such counsel shall be at the expense of the Indemnitor; provided, however, that the Indemnitor shall not, in connection with any one such Proceeding or settlement thereof may separate but substantially similar or related Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be effected by liable for the indemnifying party without the indemnified party’s consent reasonable fees and expenses of more than one separate firm of attorneys (which together with appropriate local counsel) at any time for all such Indemnified Persons. An Indemnitor shall not be unreasonable withheld) unless: (i) there is no finding or admission liable for any settlement of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof an action effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)written consent.

Procedure for Indemnification. Promptly Each party indemnified under paragraph (a) or (b) of this Section 7 shall, promptly after receipt by an indemnified party of notice of any claim or the commencement of any action, action against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying partysought, give notice to notify the indemnifying party in writing of the claim or the commencement thereof, but ; provided that the failure so to notify the indemnifying party shall not relieve it of from any liability that which it may have to any an indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent the defense of indemnifying party was prejudiced by such action by failure, and in no event shall relieve the indemnifying party is prejudiced therebyfrom any other liability which it may have to such indemnified party. In case If any such claim or action shall be brought against an indemnified party party, and it shall give notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein therein, and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonable reasonably satisfactory to such the indemnified party and, after party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in of such action claim or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound liable to the indemnified party under this Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that each indemnified party, its employees, officers and directors, if any, and each person, if any, who controls such indemnified party within the meaning of the Securities Act, shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any determination action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there are one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action so defended which provides for any remedy or any compromise or settlement thereof effected relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without its the prior written consent (of the indemnified party, which consent shall not be unreasonably withheld). In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying party shall not be obligated hereunder to reimburse the indemnified party for the costs thereof. In all instances, the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 7 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party’s stock ownership in Company. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall be deemed to include, for purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the foregoing, no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities giving rise to such indemnification obligation exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Procedure for Indemnification. Promptly after receipt by an indemnified party Notwithstanding anything to the contrary in this Servicing Agreement, in the event that a Person is entitled to indemnification pursuant to the terms of notice this Servicing Agreement, such Person (hereinafter called the "Indemnified Party") shall promptly notify the person against whom such indemnity may be sought (hereinafter called the "Indemnifying Party") in writing and the Indemnifying Party, upon request of the commencement of any actionIndemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party or, at the Indemnified Party's option, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give notice to Indemnified Party may select its own counsel with the indemnifying party consent of the commencement thereofIndemnifying Party, but the failure so to notify the indemnifying party which consent shall not relieve it be unreasonably withheld or delayed, to represent the Indemnified Party and any others the Indemnified Party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. It is understood that the Indemnifying Party shall not, in connection with any liability that it may have proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm at any one time (in addition to any indemnified party except to the extent the defense local counsel) for all such Indemnified Parties (unless necessary because of conflicts of interest), and all such action fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the indemnifying party is prejudiced therebyIndemnified Party. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party The Indemnifying Party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof proceeding effected without its written consent, which consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)withheld or delayed, but if settled with such consent or if there be an adverse final judgment, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

Procedure for Indemnification. In the event that any Indemnitee shall incur or suffer any Losses in respect of which indemnification may be sought hereunder, the Indemnitee shall assert a claim for indemnification by written notice (the "Notice") to the Indemnitor stating the nature and basis of such claim. Promptly after receipt by an indemnified party Indemnitee of written notice of the assertion of a claim or the commencement of any action, such indemnified litigation or proceeding by any third party shall, if (a claim in "Third-Party Claim") with respect thereof is to be made against an indemnifying party, give notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except matter for which indemnification is or may be owing pursuant to Section 11.3, the extent the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it Indemnitee shall give notice to the indemnifying party Indemnitor and shall thereafter keep the Indemnitor informed of all other information it receives with respect thereto; provided, that failure of the commencement thereof, Indemnitee to give the indemnifying party Indemnitor prompt notice and such other information as provided herein shall be entitled to participate therein and, not relieve the Indemnitor of any of its obligations hereunder unless and then only to the extent that it the Indemnitor shall wishhave been actually prejudiced thereby. The parties each agree to cooperate and will cause the Indemnitor to cooperate with and render such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such Third-Party Claim or proceeding, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party andwhich assistance shall include, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofwithout limitation, the indemnifying party shall not be liable to such indemnified party under such section making appropriate personnel reasonably available for any fees of other counsel discovery or any other expenses, in each case subsequently incurred by such indemnified party in connection with trial. If the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume Indemnitor fails or refuses to undertake the defense of any such an action: Third-Party Claim within thirty (a30) no days after delivery of the notice, the Indemnitee shall have the right to take exclusive control of the defense, negotiation and/or settlement of such Third-Party Claim at the Indemnitor's expense. Neither the Indemnitor nor the Indemnitee shall settle or compromise or settlement thereof may be effected by the indemnifying party any Third-Party Claim without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person other, which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)withheld or delayed; provided, that any settlement or compromise includes an unconditional release of the Indemnitee from all liabilities or obligations relating to the Third-Party Claim.

Procedure for Indemnification. 4.5.1 Notice Promptly after receipt by an indemnified party becoming aware of notice of same, the commencement Indemnified Party shall notify the Indemnifying Party of any action, such indemnified party shall, if claim or discovery of any fact upon which the Indemnified Party intends to base a claim for indemnification. For a period that shall not exceed fifteen (15) business days following any such notification, as provided herein, the Indemnified Party and Indemnifying Party shall investigate and discuss in respect thereof good faith whether such claim is subject to be made against an indemnifying partyindemnification. An Indemnified Party's failure to so notify the Indemnifying Party shall not, give notice however, relieve such Indemnifying Party from any liability under this Agreement to the indemnifying party of the commencement thereof, but the failure so Indemnified Party with respect to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party such claim except to the extent that such Indemnifying Party is actually denied, during the period of delay in notice, the opportunity to remedy or otherwise mitigate the event or activity(ies) giving rise to the claim for indemnification and thereby suffers or otherwise incurs additional liquidated or other readily quantifiable damages as a result of such failure. The Indemnifying Party, while reserving the right to contest its obligations to indemnify hereunder, shall be responsible for the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereofclaim, the indemnifying party shall be entitled to participate therein anddemand, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of lawsuit or other counsel or any other expenses, in each case subsequently incurred by such indemnified party proceeding in connection with which the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume Indemnified Party claims indemnification hereunder. The Indemnified Party shall have the right at its own expense to participate jointly with the Indemnifying Party in the defense of any such an action: (a) no compromise claim, demand, lawsuit or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability proceeding, but with respect to any compromise issue involved in such claim, demand, lawsuit or settlement thereof effected without other proceeding with respect to which the Indemnifying Party has acknowledged its consent (which obligation to indemnify the Indemnified party hereunder, the Indemnifying Party shall not be reasonably withheld); and (c) have the indemnified party will reasonably cooperate with right to select counsel, settle, try or otherwise dispose of or handle such claim, demand, lawsuit or other proceeding on such terms as the indemnifying party in the defense of such action. If notice is given Indemnifying Party shall deem appropriate, subject to an indemnifying party any reasonable objection of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)Indemnified Party.

Procedure for Indemnification. Promptly (a) Within ten Business Days after discovery or notice of a breach or receipt by an indemnified party a Party of notice of a Third-Party Claim, the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an the indemnifying partyParty under this article, give deliver a claim notice to the indemnifying party of the commencement thereof, Party; but the failure to so to notify the indemnifying party Party shall not relieve it the indemnifying Party of any liability that it may have to any indemnified party its indemnification obligations except to the extent that such failure materially prejudiced the defense ability of such action by the indemnifying party Party to defend the action or claim. If any Third-Party Claim is prejudiced thereby. In case any such action shall be brought made against an the indemnified party and it shall give notice to the indemnified party notifies the indemnifying party Party of the commencement thereof, the indemnifying party Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so and may elect to assume the defense thereof, with counsel reasonably satisfactory to the indemnified Party. The indemnified party shall have the right to employ separate counsel in any action or claim and to participate in the defense thereof at its own expense; provided such separate counsel may be retained at the expense of the indemnifying party shall not be liable to Party (i) if the retention of such counsel has been specifically authorized by the indemnifying Party, (ii) if in the reasonable opinion of the indemnified party under its interests may differ from those of the indemnifying Party, (iii) if the indemnifying Party fails to take reasonable steps to diligently defend such section for any fees of other counsel claim or any other expenses, in each case subsequently incurred by such (iv) if the indemnifying Party has not undertaken to fully indemnify the indemnified party in connection with the defense thereof, other than reasonable costs respect of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice all Damages relating to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)matter.

Procedure for Indemnification. Promptly after receipt by an indemnified party party, under Section 3.9(a) or 3.9(b), of notice of the commencement of any action, such the indemnified party shallshall notify the indemnifying party in writing of the commencement thereof, if a claim in respect thereof is to be made against an indemnifying party, give party under any of these Sections; but the omission of such notice to shall not relieve the indemnifying party of from liability which it may have to the commencement thereofindemnified party under this Section 3.9, but except to the failure so to notify extent that the indemnifying party is actually prejudiced by such failure to give notice and shall not relieve it of the indemnifying party from any liability that which it may have to any indemnified party except to the extent the defense of such action by the indemnifying party is prejudiced therebyotherwise than under this Section 3.9. In case any such action shall be is brought against an the indemnified party and it shall give notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein andin, and to the extent that it shall wishchooses, to assume the defense thereof with counsel reasonable reasonably satisfactory to such the indemnified party andparty, and after notice from the indemnifying party to such the indemnified party of its election that it so to assume the defense thereofchooses, the indemnifying party shall not be liable to such indemnified party under such section for any fees of legal or other counsel or any other expenses, in each case expenses subsequently incurred by such the indemnified party in connection with the defense thereof; provided however, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: that (ai) no compromise or settlement thereof may be effected by if the indemnifying party without fails to take reasonable steps necessary to defend diligently the claim within 20 days after receiving notice from the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding party that the indemnified party believes it has failed to do so, or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against if the indemnified party; and (ii) the sole relief provided party who is monetary damages that are paid a defendant in full by the indemnifying party; (b) any action or proceeding which is also brought against the indemnifying party reasonably shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not concluded that there may be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice legal defenses available to the indemnified party which are not available to the indemnifying party, or (iii) if representation of its election both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction, except to the defense thereof, extent any indemnified party or parties reasonably shall have concluded that there may be legal defenses available to such party or parties which are not available to the other indemnified parties or to the extent representation of all indemnified parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the indemnifying party shall be bound by liable for any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)expenses therefor.

Procedure for Indemnification. Promptly after receipt by an indemnified For purposes of this Section 6.3, the party of notice of entitled to indemnification shall be known as the commencement of any "Injured Party" and the party required to indemnify shall be known as the "Other Party." If the Other Party shall be obligated to the Injured Party pursuant to this Section 6.3 or if a suit, action, such indemnified party shallinvestigation, if claim or proceeding is begun, made or instituted as a claim in respect thereof is result of which the Other Party may become obligated to be made against an indemnifying partythe Injured Party hereunder, the Injured Party shall give prompt written notice to the indemnifying party Other Party of the commencement thereofoccurrence of such event. The Other Party shall defend, contest or otherwise protect against any suit, action, investigation, claim or proceeding at the Other Party's own cost and expense. The Injured Party shall have the right, but not the failure so obligation, to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent participate at its own expense in the defense of such action thereof by the indemnifying party is prejudiced therebycounsel of its own choice. In case If the Other Party fails timely to defend, contest or otherwise protect against any such action suit, action, investigation, claim or proceeding, the Injured Party shall be brought have the right to defend, contest or otherwise protect against an indemnified party the same and it shall give upon ten days' written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof Other Party may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to make any compromise or settlement thereof effected and recover the entire cost thereof from the Other Party including without limitation, actual attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or compromise or settlement thereof. In the event the Injured Party elects at any time not to seek or continue to rely on indemnification from the Other Party with respect to any claim, suit, action or proceeding, it shall have the right to defend, contest or otherwise protect against the same at its consent (which sole cost and expense and the Other Party shall not be reasonably withheld); have no liability to the Injured Party in respect of such claim, suit, action or proceeding and (c) the indemnified party will reasonably cooperate with the indemnifying party no right to defend or participate in the defense of such actionclaim, suit, action or proceeding. Anything to the contrary herein notwithstanding, prior to finally settling any such claim, suit, action or proceeding, the Other Party shall give the Injured Party notice of its intention to settle same and the terms of such proposed settlement. If notice is given the Injured Party shall object to an indemnifying party of the commencement of any action and it does not, such proposed settlement within fifteen ten days after its receipt of such notice, then the indemnified party’s notice is givenInjured Party shall thereafter, give notice to the indemnified party of at its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying partysole expense, assume the exclusive right to defendcontrol and defense of such claim, compromise suit, investigation action or settle proceeding. In such actionevent, but the indemnifying party Other Party shall not be bound by any determination relieved from its obligations hereunder but such obligation shall be limited with respect to the amount of an such claim, suit, investigation action so defended or any compromise or settlement thereof effected without its consent (which shall proceeding in the sense that it may not be unreasonably withheld)greater than the amount for which the same could have been settled as proposed by the Other Party and will not be greater than the amount for which it is ultimately resolved. If the Injured Party does not object to the terms of the proposed settlement within the aforesaid ten day period, then the Other Party shall have the right to consummate such proposed settlement upon the terms set forth in the aforesaid notice. Failure to give the Other Party timely notice of any claim, suit, action or proceeding shall in no way relieve such party from its obligation to indemnify the Injured Party except to the extent of losses actually caused to the Other Party by reason of such failure.

Procedure for Indemnification. Promptly after receipt by If and whenever an indemnified party of notice Indemnified ----------------------------- Party desires to claim indemnification for any of the commencement matters for which indemnification may be sought pursuant to the provisions of any actionthis Article XII, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give notice Indemnified Party shall deliver to the indemnifying party Indemnifying Party a Notice of Claim specifying each of the commencement thereofmatters for which indemnification is sought. Upon receiving the Notice of Claim, but the failure so Indemnifying Party shall have the right, exercisable at any time during a ten (10) Business Day period from the day of the receipt of the Notice of Claim, to notify elect to compromise or defend against any of the indemnifying party matters for which indemnification is sought through counsel of its own choosing and at its expense, or at the election of the Indemnifying Party, exercisable at any time within such ten (10) Business Day period, the Indemnified Party shall have the right to compromise or defend against any of the matters for which indemnification is sought, through counsel of its own choosing and at the expense of the Indemnifying Party. If the Indemnifying Party does not relieve it make either of any liability that it may have to any indemnified party except the elections called for by this Section 12.4 within said 10 day period, or to the extent the defense of Indemnifying Party fails to make such action by election, then and in that event, the indemnifying party is prejudiced thereby. In case Indemnified Party shall have the right to compromise or defend against any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, matters for which indemnification is sought through counsel of its own choosing and at the indemnifying party expense of the Indemnifying Party. Any Indemnified Party shall be entitled to participate therein and, be represented by its own counsel at its own expense irrespective of any elections made herein as to the extent that appointment of counsel by the Indemnifying Party. If any action or claim for which indemnification is sought is asserted both against the Indemnifying Party and the Indemnified Party, and in good faith it shall wish, is determined there is a conflict of interest which renders it inappropriate for the same counsel to assume represent both the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from Indemnifying Party and the indemnifying party to such indemnified party of its election so to assume the defense thereofIndemnified Party, the indemnifying party Indemnifying Party shall be responsible for paying for separate counsel for the Indemnified Party; provided however, that if there is more than one Indemnified Party, the Indemnifying Party shall not be liable responsible for paying for more than one separate firm of attorneys to such indemnified party under such section for any fees of other counsel or any other expensesrepresent the Indemnified Party, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation regardless of the rights number of Indemnified Parties. The Indemnified Party will not consent to the entry of a judgment or enter into any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability agreement with respect to any compromise matter for which indemnification is sought without the written consent of the Indemnifying Party (not to be withheld or settlement thereof effected without its consent (which delayed unreasonably). The Indemnifying Party shall not be reasonably withheld); and (c) consent to the indemnified party will reasonably cooperate entry of a judgment with respect to any matter for which indemnification is sought or enter into any settlement with respect thereto which does not include a provision whereby the indemnifying party plaintiff or claimant in the defense of such action. If notice is given to an indemnifying party matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the commencement of any action Indemnified Party (not to be withheld or delayed unreasonably). All attorneys and it does not, within fifteen days after other representatives employed by the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party Indemnifying Party shall be bound by any determination made in such action or any compromise or settlement thereof effected subject to approval by the indemnified party. Notwithstanding the foregoingIndemnified Party, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which approval shall not be unreasonably withheld)withheld or delayed.

Procedure for Indemnification. Promptly after A. Subject to the following provisions of this Section 3, the party which is entitled to be indemnified hereunder (the "Indemnified Party") shall give notice (the "Notice") hereunder to the party required to indemnify (the "Indemnifying Party") promptly, but in no event later than 15 days following such Indemnified Party's receipt by an indemnified party of written notice of any claim as to which recovery may be sought against the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying party Indemnifying Party because of the commencement thereofindemnity in Section 1 or Section 2 hereof, but the failure so to notify the indemnifying party as applicable, which Notice shall not relieve it of any liability that it may have to any indemnified party except specify (to the extent known) in reasonable detail the defense amount of such action by claim and the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party relevant facts and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified partycircumstances relating thereto. Notwithstanding the foregoing, if the right to indemnification hereunder shall not be affected by any failure of an indemnified party determined Indemnified Party to give such notice, or delay by an Indemnified Party in good faith that there is a reasonable probability that an action may materially giving such notice, unless, and adversely affect it or its affiliated other than then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of monetary damagesthe failure to give, or delay in giving, such indemnified notice. If the Indemnifying Party wishes to assume the defense of any claim or litigation by a third party, it shall promptly, but in no event later than 15 days following receipt of Notice from the Indemnified Party of such claim or litigation, notify the Indemnified Party of its election. Failure by an Indemnifying Party to notify an Indemnified Party of its election to defend any such claim or action by a third party maywithin 15 days after receipt of the Indemnified Party's Notice of such claim shall be deemed a waiver by the Indemnifying Party of its right to defend such claim or action. If the Indemnifying Party assumes the defense of any claim or litigation by a third party, by notice the Indemnified Party shall cooperate in the defense thereof, which cooperation shall include, to the indemnifying partyextent reasonably requested by the Indemnifying Party, assume the exclusive right retention of and provision to defendthe Indemnifying Party of records and information reasonably relevant to such claim or litigation, compromise or settle such action, but the indemnifying party shall not be bound by and making employees of Buyer available on a mutually convenient basis to provide additional information and explanation of any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)materials provided hereunder.

Procedure for Indemnification. Promptly after receipt (a) Any Indemnitee shall give the Indemnitor, prompt written notice of any claim, assertion, event or proceeding by an indemnified or in respect of a third party of notice which such Indemnitee has knowledge concerning any Loss as to which such Indemnitee may request indemnification hereunder; provided that failure of the commencement of any action, such indemnified party shall, if a claim in respect thereof is Indemnitee to be made against an indemnifying party, give the Indemnitor prompt notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party as provided herein shall not relieve it the Indemnitor of any liability that it may have to any indemnified party of its obligations hereunder except to the extent that the Indemnitor. is prejudiced thereby. The Indemnitor shall have the right to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Indemnitee, the defense or settlement of any claim or proceeding the subject of indemnification hereunder at its own expenses. If the Indemnitor elects to assume the defense of any such claim or proceeding, the Indemnitee may participate in such defense, but in such case the expenses of the Indemnitee shall be paid by the Indemnitee. The Indemnitee shall. upon reasonable notice, provide the Indemnitor with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Indemnitor in the defense or settlement thereof, and the Indemnitor shall promptly reimburse the Indemnitee for all its reasonable out-of-pocket expenses in connection therewith. If the Indemnitor elects to direct the defense of any such claim or proceeding, the Indemnitee shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the Indemnitor consents in writing (which consent shall not be unreasonably withheld) to such payment or unless the Indemnitor withdraws from or fails to maintain the defense of such action asserted liability or unless a final judgment from which no appeal may be taken by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party or on behalf of the commencement thereof, Indemnitor is entered against the indemnifying Indemnitee for such liability. No settlement in respect of any third party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof claim may be effected by the indemnifying party Indemnitor without the indemnified party’s Indemnitee's prior written consent (which shall not be unreasonable withheld) unless: (i) there is unless the settlement involves only a monetary payment and no finding or admission of any violation of law or any violation other obligations on Indemnitee's part and a full and unconditional release of the rights of any person which is not fully remedied by Indemnitee. If the payment referred Indemnitor shall fail to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party undertake tile defense or settlement thereof, Indemnitee shall have no liability with respect the right to any compromise or take exclusive control of the defense, negotiation and/or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) of such third party claim, at the indemnified party will reasonably cooperate with Indemnitor's expense. If the indemnifying party in Indemnitee assumes the defense of any such action. If notice is given claim or proceeding pursuant to an indemnifying party of the commencement of any action and this Section, it does not, within fifteen days after the indemnified party’s notice is given, give notice may conduct such defense as it reasonably deems appropriate (without regard to the indemnified party availability of its election to assume indemnification hereunder), and the defense thereof, the indemnifying party Indemnitor shall be bound by any determination made in responsible for and pay all reasonable costs and expenses of such action or any defense, including its compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)settlement.

Procedure for Indemnification. The party seeking indemnification under this Section ("Indemnitor") shall give the party from whom it seeks indemnification ("Indemnitor") prompt notice, as provided herein, of the assertion of such claim, provided, however, that the failure to give notice of a claim within a reasonable time shall only relieve the Indemnitor of liability to the extent it is materially prejudiced thereby. Promptly after receipt by an indemnified party of notice written notice, as provided herein, of the commencement of any action, such indemnified party shall, if a claim in respect thereof is by a person or entity not a party to be made against an indemnifying partythis Agreement, give notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party Indemnitor shall not relieve it of any liability that it may have to any indemnified party except to the extent assume the defense of such action by claim; provided, however, that (a) if the indemnifying party is prejudiced thereby. In case any Indemnitor fails, within a reasonable time after receipt of notice of such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereofclaim, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party Indemnitee shall not be liable have the right to undertake the defense, compromise, and settlement of such indemnified party under such section claim on behalf of and for any fees the account and risk of other counsel or any other expensesIndemnitor, in each case subsequently incurred by such indemnified party in connection with subject to the defense thereof, other than reasonable costs right of investigation, If an indemnifying party the Indemnitor (upon notifying the Indemnitee of its election to do so) to assume the defense of such an action: (a) no compromise claim at any time prior to the settlement, compromise, judgment, or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying partyfinal determination thereof; (b) if in the indemnifying party reasonable judgment of the Indemnitee, based upon the advice of its counsel, a direct or indirect conflict of interest exists between the Indemnitee and Indemnitor, the Indemnitee shall (upon notifying the Indemnitor of its election to do so) have no liability with respect the right to any compromise or undertake the defense, compromise, and settlement thereof effected without its consent of such claim on behalf of and for the account and risk of Indemnitor (which it being understood and agreed that the Indemnitor shall not be reasonably withheld)entitled to assume the defense of such claim; and (c) if the indemnified party will reasonably cooperate with Indemnitee in its sole discretion elects, it shall (upon notifying the indemnifying party Indemnitor of its election to do so) be entitled to employ separate counsel and to participate in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such actionclaim, but the indemnifying party fee and expenses of counsel so employed shall (except as contemplated by clauses (a) and (b) above) be borne solely by Indemnitee; (d) the Indemnitor shall not be bound settle or compromise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the grant by the claimant or plaintiff to each Indemnitee of a release from any determination of an action so defended or any compromise or settlement thereof effected without its consent and all liability in respect thereof; and (which e) the Indemnitor shall not settle or compromise any claim in any manner, or consent to the entry of any judgment, that could reasonably be unreasonably withheld)expected to have a material adverse effect on the Indemnitee.

Procedure for Indemnification. Promptly after receipt by If a party hereto becomes aware of an indemnified event which gives rise to a claim for indemnification hereunder, such party of shall give the other party prompt notice of the commencement of any such action, claim, liability, assessment or notice of deficiency received by such indemnified party shallwhich might result in any liability under this provision. Further, any party who may claim a right of indemnification hereunder agrees to refrain from paying, settling or compromising any such claim for which indemnification may be sought without giving notice of same to the other party. If the other party wishes to contest or defend such third party claim, then the party against whom the claim was made shall be obligated to cooperate fully with such party in contesting and preserving all rights with respect to such contest; provided, however, that if the other party does not wish to challenge or contest such third party claim, then the party against whom the claim was being made by settle same on terms and conditions it deems to be the most favorable it can be obtained and then inserting the indemnification claim against the other party hereto. When giving a notice under this provision, a party may specify a time for a response from the other party as to whether such other party wishes to contest or defend such third party claim. Such deadline for response may be established consistent with the facts and circumstances surrounding the situation. If a party hereunder claims indemnification for a claim in respect thereof is to be made against an indemnifying partyother than a third party claim, give notice to the indemnifying party of the commencement thereof, but the failure so to seeking indemnification shall notify the indemnifying party shall not relieve it in writing of any liability that it may have to any indemnified party except to the basis for such claim setting forth the nature and amount of the damages resulting from such claim. To the extent the defense of such action by the indemnifying a party is prejudiced thereby. In case any such action deemed to have ultimately been responsible for indemnification, then interest shall be brought against an indemnified party and it shall give notice deemed to accrue on the indemnifying party unpaid amount of indemnification obligation at the commencement thereofprime rate of interest announced from time to time by Exchange National Bank, such interest to be calculated based on the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice actual number of days elapsed from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in date each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; indemnification obligation becomes due and (ii) the sole relief provided is monetary damages that are owing until paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)based on 365 day year.

Procedure for Indemnification. Promptly after receipt by an indemnified If a third-party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against a Company Indemnitee or a Buyer Indemnitee, and if such indemnitee believes that such claim could give rise to a right of indemnification, then such Company Indemnitee or Buyer Indemnitee (an indemnifying party, "Indemnitee") shall give written notice to the indemnifying party obligated to provide indemnification hereunder (an "Indemnifying Party") of such claim as soon as reasonably practicable after such Indemnitee has received notice thereof (provided that failure to give timely notice shall not limit the indemnification obligations of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party Indemnifying Party hereunder except to the extent that the delay in giving, or failure to give, such notice has a Material Adverse Effect upon the ability of the Indemnifying Party to defend against the claim). The Indemnifying Party shall defend such claim, at the Indemnifying Party's own expense and with counsel selected by the Indemnifying Party and reasonably satisfactory to such Indemnitee, provided that an Indemnitee shall at all times also have the right to fully participate in the defense at its own expense (and may retain its own counsel at the expense of the Indemnifying Party if it shall determine that representation of it and the Indemnifying Party by the same counsel would present a conflict). If the Indemnifying Party shall fail to defend such claim within ten (10) days after notice thereof shall have been given by an Indemnitee to the Indemnifying Party or if the Indemnifying Party shall not diligently pursue such a defense, such Indemnitee shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim on behalf, for the account, and at the risk and expense (including without limitation the payment of the reasonable attorneys' fees of such Indemnitee regardless of whether the Indemnitee prevails against the third party claim) of the Indemnifying Party. If the Indemnifying Party assumes the defense of such action by claim, the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party obligation of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory Indemnifying Party hereunder as to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party claim shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party include taking all steps necessary in the defense or settlement of such actionclaim. If The Indemnifying Party shall not consent to the entry of any judgment or settle or compromise any third-party demands, claims, actions, suits or proceedings for which an Indemnitee has sought indemnification from the Indemnifying Party unless it shall have given such Indemnitee not less than fifteen (15) days prior written notice is given to an indemnifying party of the commencement proposed consent, settlement or compromise, and afforded such Indemnitee an opportunity to consult with the Indemnifying Party regarding the proposed consent, settlement or compromise, and shall not consent to the entry of any action and it does notjudgment or enter into any settlement or compromise without the approval of such Indemnitee. An Indemnitee shall not unreasonably withhold or delay its approval of a proposed consent, within fifteen days after settlement or compromise. In determining whether to give its approval, an Indemnitee may consider whether the indemnified party’s notice is givenproposed consent, give notice to settlement or compromise includes as an unconditional term thereof the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected giving by the indemnified party. Notwithstanding claimant to such Indemnitee of a release from all liability in respect of such claim except the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, liability satisfied by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)Indemnifying Party.

Procedure for Indemnification. Promptly after receipt by an indemnified (a) Whenever any party of notice of becomes aware that any claim is threatened or asserted against it or the commencement existence of any actionother circumstances that would occasion the indemnification described in this Section 14 (a "Covered Claim"), such indemnified party shall, if shall promptly provide the party from whom it is seeking indemnification with a claim in respect thereof is to be made against an indemnifying party, give notice (a "Claim Notice") of such Covered Claim pursuant to the indemnifying party provisions of the commencement thereof, but the failure so Section 19 hereof. Failure to notify the indemnifying party give such notice promptly shall not relieve it the Assuming Party (defined below) of any liability that it may have to any indemnified party its indemnification obligations hereunder except to the extent it actually is prejudiced by such failure. Each Claim Notice shall describe the Covered Claim, the party threatening or asserting it (if applicable), the relief sought, and the basis for indemnification hereunder with respect thereto. In the case of a third-party claim, the party receiving such notice may, at its option, assume the defense of such action by Covered Claim (the indemnifying "Assuming Party"), provided that, within forty (40) days after the Claim Notice is given (or sooner, if the nature of the Covered Claim so requires), the party is prejudiced thereby. In case any receiving such action notice shall be brought against an indemnified party and it shall give have given notice to the indemnifying other party (the "Notifying Party"), pursuant to the provisions of Section 19 hereof, of its election to assume such defense, whether or not the commencement thereofAssuming Party acknowledges its obligation to indemnify the Notifying Party in connection with such Covered Claim. If the defense is so assumed by the Assuming Party with counsel reasonably acceptable to the Notifying Party, the indemnifying party Notifying Party shall be entitled to participate therein andin (but not control, which shall be solely the Assuming Party's right if the Assuming Party assumes the defense) the defense of the Covered Claim with its own counsel at its own expense, and the Notifying Party shall provide such cooperation at the expense of the Assuming Party (including but not limited to providing available information and personnel to the extent that Assuming Party) as the Assuming Party shall reasonably request to facilitate such defense. The Assuming Party shall have the right to defend and/or settle any such Covered Claim on such terms and conditions and in such amounts as it deems appropriate, and the Notifying Party shall wishpromptly execute all documents reasonably requested of it with respect to any such defense and/or settlement; provided, to assume however, any such settlement shall include an unconditional release by the defense thereof claimant of all indemnified persons with counsel reasonable satisfactory respect to such Covered Claim and the indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party persons shall not be liable required to such indemnified party under such section for take any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, action other than reasonable costs the delivery of investigation, such release. If an indemnifying the party receiving the notice does not assume the defense of such an action: (a) no compromise a given Covered Claim pursuant hereto or settlement thereof may be effected by fails to notify the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party Notifying Party of its election to assume the defense thereofhereunder, the indemnifying party giving the notice shall defend against such Covered Claim in such manner, and/or settle such Covered Claim on such terms, as it shall, in its sole reasonable judgment, determine to be appropriate under the circumstances and such action shall be bound by any determination made in such action or any compromise or settlement thereof effected by binding on the indemnified partyparties for the purposes of this Section 14. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).,

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7(a) above, of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying partyparty under such section, give notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve receive it of any liability that it may have to any indemnified party except to the extent the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s 's consent (which shall not be unreasonable withheld) unless: unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; clause (ii) and no adverse effect on any other claims that may be made against the indemnified party; party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; , (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); ) and (c) the indemnified party will reasonably reasonable cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen 15 days after the indemnified party’s 's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly Each party indemnified under paragraph (a) or (b) of this Section 8 shall, promptly after receipt by an indemnified party of notice of any claim or the commencement of any action, action against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying partysought, give notice to notify the indemnifying party in writing of the claim or the commencement thereof, but ; provided that the failure so to notify the indemnifying party shall not relieve it of from any liability that which it may have to any an indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 8, except to the extent the defense of indemnifying party was prejudiced by such action by failure, and in no event shall relieve the indemnifying party is prejudiced therebyfrom any other liability which it may have to such indemnified party. In case If any such claim or action shall be brought against an indemnified party party, and it shall give notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein therein, and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonable reasonably satisfactory to such the indemnified party and, after party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in of such action claim or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the meaning of the Securities Act, shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any determination action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an action so defended or any compromise or settlement thereof effected without its consent indemnifying party, and such indemnified party shall have been advised by counsel either (which shall not be unreasonably withheldi).

Procedure for Indemnification. Promptly In the event a party, including its trustees, officers, directors, employees, Affiliates and other representatives, intends to seek indemnification pursuant to the provisions of Sections 9.1 or 9.2 hereof (the "INDEMNIFIED PARTY"), the Indemnified Party shall promptly give notice hereunder to the other party (the "INDEMNIFYING PARTY") of a claim or after receipt by an indemnified party of obtaining written notice of any claim, investigation, or the commencement service of a summons or other initial or continuing legal or administrative process or Proceeding in any action instituted against the Indemnified Party as to which recovery or other action may be sought against the Indemnified Party because of the indemnification provided for in Section 9.1 or 9.2 hereof, and, if such indemnity shall arise from the claim of a third party, the Indemnified Party shall permit the Indemnifying Party to assume the defense of any actionsuch claim and any litigation resulting from such claim; PROVIDED, HOWEVER, that the Indemnified Party shall not be required to permit such an assumption of the defense of any claim or Proceeding which, if not first paid, discharged or otherwise complied with, would result in a material interruption or disruption of the business of the Indemnified Party, or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of the Indemnified Party to give such notice (or by delay by the Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give notice to notice. Failure by the indemnifying party of the commencement thereof, but the failure so Indemnifying Party to notify the indemnifying Indemnified Party of its election to defend any such claim or action by a third party within twenty (20) days after notice thereof shall not relieve it of any liability that it may have to any indemnified party except been given to the extent Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to defend such claim or action. If the Indemnifying Party assumes the defense of such action claim, investigation or Proceeding resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim, investigation or Proceeding shall include taking all steps necessary in the defense or settlement of such claim, investigation or Proceeding and holding the Indemnified Party harmless from and against any and all Losses arising from, in connection with or incident to any settlement approved by the indemnifying party is prejudiced thereby. In case Indemnifying Party or any judgment entered in connection with such action shall be brought against an indemnified party claim, investigation or Proceeding, except where, and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, only to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthat, the indemnifying party Indemnifying Party has been prejudiced by the actions or omissions of the Indemnified Party. The Indemnifying Party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expensesnot, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: claim or any Proceeding resulting therefrom, consent to entry of any judgment (aother than a judgment of dismissal on the merits without costs) no compromise or settlement thereof may be effected by except with the indemnifying party without written consent of the indemnified party’s consent Indemnified Party (which consent shall not be unreasonable unreasonably withheld, delayed or conditioned) unless: or enter into any settlement (except with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) Applicable Law and no adverse material effect on any other claims that may could reasonably be expected to be made by or against the indemnified party; and Indemnified Party, (ii) the sole relief provided is monetary damages that are paid in full for Losses which are or may be properly applied against the Basket Amount, and (iii) the settlement shall include the giving by the indemnifying party; (b) claimant or the indemnifying party shall have no liability with plaintiff to the Indemnified Party a release from all Liability in respect to any compromise such claim or settlement thereof effected without its consent (which litigation. If the Indemnifying Party assumes the defense of such claim, investigation or Proceeding resulting therefrom, the Indemnified Party shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party entitled to participate in the defense of such action. If notice is given to an indemnifying party of the commencement of any action claim, but solely by observation and it does not, within fifteen days after the indemnified party’s notice is given, give notice comment to the indemnified party of its election to assume Indemnifying Party, and the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected counsel selected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party Indemnified Party shall not be bound by appear on its behalf in any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).Proceeding arising

Procedure for Indemnification. Promptly after receipt by any Person entitled to indemnity (an indemnified party "Indemnitee") under Section 4.1 or Section 4.2 hereof of notice of the commencement of any actionaction or claim, such indemnified party Indemnitee shall, if a claim in respect thereof is to be made against an indemnifying partyindemnitor (an "Indemnitor") under this ARTICLE 4, give notice to the indemnifying party notify such Indemnitor in writing of the commencement thereof, but any omission or delay in notifying the failure so to notify the indemnifying party Indemnitor shall not relieve it of from any liability that which it may have to any indemnified party Indemnitee except to the extent the defense of such action by the indemnifying party is prejudiced therebyany actual prejudice. In case any such action shall be brought against an indemnified party and any Indemnitee, it shall give notice to the indemnifying party notify an Indemnitor of the commencement thereof, the indemnifying party such Indemnitor shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other Indemnitor similarly notified, to assume the defense thereof thereof, with counsel reasonable reasonably satisfactory to such indemnified party Indemnitee, and, after notice from the indemnifying party Indemnitor to such indemnified party Indemnitee of its election so to assume the defense thereof, the indemnifying party such Indemnitor shall not be liable to such indemnified party Indemnitee under such section this ARTICLE 4 for any fees legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party Indemnitee, in connection with the defense thereof. No Indemnitor shall, without the prior written consent of the Indemnitee, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnitee is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnitee from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnitee. Notwithstanding the foregoing, an Indemnitee shall have the right to employ separate counsel reasonably acceptable to the Indemnitor in any such proceeding and to participate in (but not control, other than reasonable costs as provided in (3) below) the defense thereof, but the fees and expenses of investigation, If an indemnifying party such counsel shall be at the expense of such Indemnitee unless (1) the Indemnitor has agreed to pay such fees and expenses; (2) the Indemnitor shall have failed after notice to assume the defense of such an action: proceeding; or (a3) no compromise the named parties to any such proceeding (including any impleaded parties) include both such Indemnitee and the Indemnitor or settlement thereof any of its Affiliates or controlling persons, and a conflict of interest may reasonably be effected expected to exist if such counsel represents such Indemnitee and the Indemnitor (or such Affiliate or controlling person) and in the case of (3), the Indemnitee shall have the right to control the Indemnitee's defense and in each of the cases, if such Indemnitee notifies the Indemnitor in writing that it elects to employ separate counsel, the reasonable fees and expenses of such counsel shall be at the expense of the Indemnitor; it being understood, however, that the Indemnitor shall not, in connection with any one such proceeding or separate but substantially similar or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such Indemnitees, which firm shall be designated by the indemnifying party without Indemnitee that had the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission largest number of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party shares included in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).applicable Registration

Procedure for Indemnification. In the event that any Indemnitee shall incur or suffer any Losses in respect of which indemnification (other than by the Seller pursuant to Section 12.2(b)) may be sought hereunder by the Seller, on the one hand, or Buyer, on the other hand, the Indemnitee shall assert a claim for indemnification by notice (the "Notice") to the Indemnitor stating the nature and basis of such claim. Promptly after receipt by an indemnified party Indemnitee of notice Notice of the assertion of a claim or the commencement of any action, such indemnified litigation or proceeding by any third party shall(a "Third-Party Claim") with respect to a matter for which indemnification is or may be owing pursuant to Section 12.2 or 12.3, if a claim in respect thereof is to be made against an indemnifying party, the Indemnitee shall give notice Notice to the indemnifying party Indemnitor and shall thereafter keep the Indemnitor informed of all other information it receives with respect thereto; provided, however, that failure of the commencement thereof, but Indemnitee to give the failure so to notify the indemnifying party Indemnitor prompt Notice and such other information as provided herein shall not relieve it the Indemnitor of any liability that it may have to any indemnified party except to the extent the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party its obligations hereunder unless and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, then only to the extent that it the Indemnitor shall wishhave been actually prejudiced thereby. The Indemnitor shall have the right, at its option and at its own expense, to assume participate in or, by giving written notice to the defense thereof Indemnitee no later than thirty (30) days after delivery of the Notice, to take exclusive control of, the defense, negotiations and/or settlement of any such Third-Party Claim, with counsel reasonable chosen by the Indemnitor and reasonably satisfactory to the Indemnitee. After the Indemnitor takes exclusive control of the defense, negotiation and/or settlement of any such indemnified party andThird-Party Claim, after notice from the indemnifying party Indemnitee shall have the right to such indemnified party participate therein, at its own expense and with counsel of its election so own choosing; provided, however, that the Indemnitor shall pay for the costs and expenses of such separate counsel if the Indemnitor's counsel determines that it cannot represent both the Indemnitor and the Indemnitee. The Parties each shall cooperate and shall cause each Indemnitor to assume cooperate with and render such assistance as may reasonably be requested in order to insure the proper and adequate defense thereofof any such Third-Party Claim or proceeding, the indemnifying party which assistance shall not be liable to such indemnified party under such section include, without limitation, making appropriate personnel reasonably available for any fees of other counsel discovery or any other expenses, in each case subsequently incurred by such indemnified party in connection with trial. If the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume Indemnitor fails or refuses to undertake the defense of any such an action: Third-Party Claim within thirty (a30) no days after delivery of the Notice, the Indemnitee shall have the right to take exclusive control of the defense, negotiation and/or settlement of such Third-Party Claim at the Indemnitor's expense. Neither the Indemnitor nor the Indemnitee shall settle or compromise or settlement thereof may be effected by the indemnifying party any Third-Party Claim without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person other, which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)withheld or delayed; provided, however, that any settlement or compromise includes an unconditional release of the Indemnitee from all liabilities or obligations relating to the Third-Party Claim.

Procedure for Indemnification. Promptly after receipt by an (a) In the event any person or entity not a party to this Agreement shall make any demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in Buyer Indemnified Liabilities or Seller Indemnified Liabilities, as the case may be, the indemnified party of shall give written notice of the commencement of any action, to such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give notice effect to the indemnifying party of the commencement promptly upon becoming aware thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereofevent, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume full control of the defense thereof with and hire counsel reasonable (which counsel shall be reasonably satisfactory to the indemnified party) to defend any such indemnified party anddemand, after notice from claim or lawsuit (provided, however, that the failure to give such Notice shall not relieve the indemnifying party to such of its obligations hereunder). The indemnified party shall be permitted to participate in such defense at its sole cost and expense, provided that if the indemnifying party proposes that the same counsel represent both the indemnified party and the indemnifying party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the indemnified party shall have the right to retain its election so to assume own counsel at the defense thereof, cost and expense of the indemnifying party. In the event that the indemnifying party shall not be liable fail to such respond within 20 days after receipt of the notice from the indemnified party under of any such section for any fees of other counsel demand, claim or any other expenseslawsuit, in each case subsequently incurred by such then the indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume may retain counsel and conduct the defense of such an action: (a) no compromise demand, claim or settlement thereof lawsuit, as it may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) its sole discretion deem proper, at the sole relief provided is monetary damages that are paid in full by cost and expense of the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly (a) If a party hereto seeks indemnification under this Section 7, such party (the “Indemnified Party”) shall give written notice to the other party (the “Indemnifying Party”) after receipt by an indemnified party of receiving written notice of the commencement of any action, lawsuit, proceeding, investigation or other claim against it (if by a third party) or discovering the liability, obligation or facts giving rise to such indemnified party shallclaim for indemnification, describing the claim, the amount thereof (if a claim in respect thereof is to known and quantifiable), whether insurance may be made against an indemnifying partyavailable (if known), give notice to and the indemnifying party of the commencement basis thereof, but ; provided that the failure to so to notify the indemnifying party Indemnifying Party shall not relieve it the Indemnifying Party of any liability that it may have to any indemnified party its or his obligations hereunder except to the extent such failure shall have harmed the defense of such action by the indemnifying party is prejudiced therebyIndemnifying Party. In case that regard, if any such action action, lawsuit, proceeding, investigation or other claim shall be brought against an indemnified or asserted by any third party and it which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Section 7, the Indemnified Party shall give notice to promptly notify the indemnifying party Indemnifying Party of the commencement thereofsame in writing, specifying in detail the indemnifying party basis of such claim and the facts pertaining thereto and the Indemnifying Party shall be entitled to participate therein and, notify any applicable insurer and to the extent that it shall wish, control (subject to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (iisuch insurer) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is givenlawsuit, give notice proceeding, investigation or other claim giving rise to the indemnified party of Indemnified Party’s claim for indemnification at its election expense with reputable counsel reasonably acceptable to the Indemnified Party; provided that, as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first agree to be fully responsible for all Damages relating to such claims and that it will provide full indemnification to the Indemnified Party for all Damages (to the extent not reimbursed by insurance) relating to such claim; and provided further that the Indemnifying Party shall not have the right to assume control of such defense thereofand shall pay the fees and expenses of counsel retained by the Indemnified Party, if the claim over which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief, (ii) involves criminal or quasi-criminal allegations, or (iii) involves a claim which, upon petition by the Indemnified Party, the indemnifying party shall be bound by any determination made in such action appropriate court rules that the Indemnifying Party failed or any compromise is failing to vigorously prosecute or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party of notice of In case any action shall be brought against any Indemnified Party with respect to which indemnity may be sought against the commencement of any actionCompany hereunder, such indemnified party Indemnified Party shall promptly notify the Company in writing and it shall, if a claim in respect thereof is to be made against an indemnifying partyit so desires, give notice to assume the indemnifying party of the commencement defense thereof, but including the employment of counsel reasonably satisfactory to such Indemnified Party and payment of all reasonable fees and expenses. The failure to so to notify the indemnifying party Company shall not relieve it of affect any liability that obligation it may have to any indemnified party Indemnified Party under this letter or otherwise except to the extent the Company is materially adversely affected by such failure. Each Indemnified Party shall have the right to employ separate counsel in such action and participate in the defense thereof, but the fees and expenses of such action by the indemnifying party is prejudiced thereby. In case any such action counsel shall be brought against an indemnified party and it shall give notice to at the indemnifying party expense of the commencement thereof, Indemnified Party unless: (i) the indemnifying party shall be entitled Company has agreed in writing to participate therein and, to pay such expenses; or (ii) the extent that it shall wish, Company has failed to assume the defense thereof and employ counsel or (iii) the named parties to any such action (including any impleaded parties) include any Indemnified Party and the Company, and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are inconsistent with or additional to those available to the Company, PROVIDED that, if such Indemnified Party notifies the Company in writing that it elects to employ separate counsel reasonable satisfactory to such indemnified party andin the circumstances described in clauses (i), after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof(ii) or (iii) above, the indemnifying party Company shall not be liable have the right to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise action or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which proceeding. The Company shall not be unreasonable withheld) unless: (i) there is no finding or admission liable for any settlement of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected such action affected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld). The Company agrees that it will not, without the Indemnified Party's prior consent, which shall not be unreasonably withheld, settle or compromise any pending or threatened claim, action or suit in respect of which indemnification or contribution may be sought hereunder unless the foregoing contains an unconditional release of the Indemnified Parties from all liability and obligation arising therefrom.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Sections 8.3 or 8.4 (“Indemnified Party”) of notice of the commencement of any actionaction in or before any court or administrative agency or of facts which give rise to a claim for indemnification under Sections 8.3 or 8.4 (collectively, such indemnified party a “Claim”) against it, the Indemnified Party shall, if a claim in respect thereof is to be made against an indemnifying partyparty under such Section (the “Indemnifying Party”), give notice to the indemnifying party Indemnifying Party of the commencement thereof, but the failure so to notify the indemnifying party Indemnifying Party shall not relieve it of any liability that it may have to any indemnified party the Indemnified Party except to the extent the defense of such action by the indemnifying party is prejudiced thereby. In case any such action Claim shall be brought against an indemnified party the Indemnified Party and it if notice shall give notice be given to the indemnifying party Indemnifying Party of the commencement thereof, the indemnifying party Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, wish (unless the Indemnifying Party is also a party to such Claim and the Indemnified Party determines in good faith that joint representation would be inappropriate) to assume the defense thereof with counsel reasonable satisfactory to such indemnified party the Indemnified Party and, after notice from the indemnifying party Indemnifying Party to such indemnified party the Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party the Indemnified Party under such section Sections 8.3 or 8.4, as the case may be, for any fees of other counsel or any other expensesrelated expenses with respect to the defense of such Claim, in each case subsequently incurred by such indemnified party the Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation, . If an indemnifying party assume the Indemnifying Party assumes the defense of such an action: a Claim, (a) no compromise or settlement thereof may be effected by the indemnifying party Indemnifying Party without the indemnified partyIndemnified Party’s consent (which shall not be unreasonable withheld) unless: unless (i) there is no finding or admission of any violation of law legal requirements applicable to the operation of the Offices or the Assets under federal, state, or local laws and/or regulations or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; Indemnified Party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; Indemnifying Party and (b) the indemnifying party Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such actionconsent. If notice is given to an indemnifying party the Indemnifying Party of the commencement of any action Claim and it does not, within fifteen (15) days after the indemnified partyIndemnified Party’s notice is given, give notice to the indemnified party Indemnified Party of its election to assume the defense thereof, the indemnifying party Indemnifying Party shall be bound by any determination made in such action Claim or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)Indemnified Party.

Procedure for Indemnification. Promptly after receipt by Any party entitled to indemnification under this Section 9 (an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, “Indemnified Party”) will give written notice to the indemnifying party of the commencement thereofany matters giving rise to a claim for indemnification; provided, but that the failure so of any party entitled to notify indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party shall not relieve it of any liability that it may have to any indemnified party its obligations under this Section 9 except to the extent the defense of such action by that the indemnifying party is actually prejudiced therebyby such failure to give notice. In case any such action shall be action, proceeding or claim is brought against an indemnified party and it shall give notice to the indemnifying party Indemnified Party in respect of the commencement thereofwhich indemnification is sought hereunder, the indemnifying party shall be entitled to participate therein in and, unless in the reasonable judgment of counsel to the extent that Indemnified Party a conflict of interest between it shall wishand the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonable reasonably satisfactory to such indemnified party and, after notice from the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such indemnified party person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so to assume the defense thereofof any such claim, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law action, claim or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected proceeding affected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party prior written consent. Notwithstanding anything in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice this Section 9 to the indemnified party of its election to assume the defense thereofcontrary, the indemnifying party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be bound by in addition to (a) any determination made in such cause of action or any compromise or settlement thereof effected by similar rights of the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but Indemnified Party against the indemnifying party shall not or others, and (b) any liabilities the indemnifying party may be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)subject to.

Procedure for Indemnification. Promptly after receipt by an indemnified No party of hereto shall be liable for any Claim for indemnification under this Article X unless written notice of a Claim for indemnification is delivered by the commencement party seeking indemnification (the "Indemnitee") to the party from whom indemnification is sought (the "Indemnitor") prior to the expiration of any action, such indemnified party shallthe applicable survival period, if a claim any, set forth in respect thereof is Sections 10.1 and 10.2. All notices given pursuant to be made against an indemnifying party, give notice to this section shall set forth with reasonable specificity the indemnifying party basis of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the defense of such action by the indemnifying party is prejudiced therebyClaim for indemnification. In case of any such action shall be brought against an indemnified party and it shall give notice claim by a third party, any suit, any claim by any Governmental Body, or any legal, administrative or arbitration proceeding with respect to which Sellers or Buyer may have liability under the indemnifying party of the commencement thereofindemnity agreements contained in this Article X, the indemnifying party Indemnitor shall be entitled to participate therein therein, and, to the extent that it shall wishdesired, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party andthereof, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall Indemnitor will not be liable to such indemnified party under such section the Indemnitee for any fees of legal or other counsel or any other expenses, in each case expenses subsequently incurred by such indemnified party the Indemnitee in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party unless the Indemnitor does not actually assume the defense thereof following notice of such an action: (a) no compromise election. The Indemnitee and the Indemnitor shall make available to each other and their attorneys and representatives, at all reasonable times, all books and records relating to such suit, claim or proceeding, and will render to each other such assistance as may reasonably be required in order to insure proper and adequate defense of any such suit, claim or proceeding. Neither the Indemnitee nor the Indemnitor will make any settlement thereof may be effected by of any Claim which might give rise to liability of the indemnifying party other under the indemnity agreements contained in this Article X without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does notother, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld). If the Indemnitor elects to settle any such Claim and the Indemnitee refuses to consent to such compromise or settlement, then the liability of the Indemnitor to the Indemnitee shall be limited to the amount offered by the Indemnitor in compromise or settlement. Nothing contained in Sections 10.1 or 10.2 shall be deemed to limit, expand or otherwise modify the provisions of Sections 3.1 or 3.2 with respect to what constitutes either an Assumed Liability or an Excluded Liability.

Procedure for Indemnification. Promptly Each party indemnified under paragraph (a) or (b) of this Section 7, shall, promptly after receipt by an indemnified party of notice of the commencement of any action, action against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying partysought, give notice to notify the indemnifying party in writing of the commencement thereof, but the failure . The omission of any indemnified party so to notify an indemnifying party of such action shall not relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent that the indemnifying party was or is actually prejudiced thereby, and in no event shall not relieve it of the indemnifying party from any other liability that it may have to any such indemnified party except to the extent the defense of such action by the indemnifying party is has not actually been prejudiced thereby. In case any such action shall be brought against an any indemnified party and it such indemnified party shall give notice to the notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof jointly with counsel reasonable satisfactory to such indemnified party and, after notice from the any other indemnifying party to such indemnified party of its election so similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party. If the indemnifying party so assumes the defense thereof, it may not agree to any settlement of any such action as the result of which any remedy or relief, other than monetary damages for which the indemnifying party shall be responsible hereunder, shall be applied to or against the indemnified party, without the prior written consent of the indemnified party. An indemnifying party may not assume or jointly assume the defense of an action if in the reasonable judgment of the indemnified party a conflict of interest may exist between the indemnifying party and such indemnified party with respect to such action. An indemnifying party who is not entitled to, who elects not to, or who has not appointed counsel reasonably satisfactory to the indemnified party within a reasonable time to, assume the defense of an action shall be obligated to pay the fees and expenses of counsel for the indemnified party; PROVIDED, HOWEVER, that the indemnifying party shall not be liable obligated to pay the fees and the expenses of more than one counsel (plus local counsel if necessary) for all parties who may be indemnified by such indemnifying party with respect to such action, unless in the reasonable judgment of any indemnified party a conflict of interest exists between such indemnified party under such section for any fees of other counsel or and any other expenses, in each case subsequently incurred by such indemnified party in connection with respect to such action. If the defense thereof, other than reasonable costs of investigation, If an indemnifying party does not assume the defense of such an action: (a) no compromise or , it shall be bound by any settlement thereof may be effected by to which the indemnified party agrees, irrespective of whether the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clauseconsents thereto; (ii) no adverse effect on any other claims PROVIDED, HOWEVER, that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) if the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall does not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in assume the defense of such action. If notice is given to an indemnifying party action because of the commencement a conflict of any action and interest that prevented it does notfrom doing so, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, then the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by to which the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially agrees and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but which the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent consents (which consent shall not be unreasonably withheld). If any settlement of any claim is effected by the indemnified party prior to commencement of any action relating thereto, the indemnifying party shall be bound thereby only if it has consented in writing thereto. In any action with respect to which the indemnifying party has assumed the defense thereof, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice; PROVIDED, HOWEVER, that the indemnifying party shall be relieved of the obligation hereunder to reimburse the indemnified party for the costs of such counsel.

Procedure for Indemnification. Promptly Each party indemnified under paragraph (a) or (b) of this Section 7 shall, promptly after receipt by an indemnified party of notice of any claim or the commencement of any action, action against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying partysought, give notice to notify the indemnifying party in writing of the claim or the commencement thereof, but ; provided that the failure so to notify the indemnifying party shall not relieve it of from any liability that which it may have to any an indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent (and only to the defense of such action by extent) that the indemnifying party is was prejudiced therebyby such failure, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party. In case If any such claim or action shall be brought against an indemnified party party, and it shall give notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein therein, and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonable reasonably satisfactory to such the indemnified party, but only upon written acknowledgment from the indemnified party and, after that the matter for which the defense is assumed is an indemnifiable obligation of the indemnifying party under this Agreement. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in of such action claim or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound liable to the indemnified party under this Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the meaning of the Securities Act, shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any determination action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel that a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action so defended which provides for any remedy or any compromise or settlement thereof effected relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without its the prior written consent (of the indemnified party, which consent shall not be unreasonably withheld). In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying party shall not be obligated hereunder to reimburse the indemnified party for the costs thereof. In all instances, the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 7 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in Uniview. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall be deemed to include, for purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Procedure for Indemnification. In the event that any Indemnitee shall incur or suffer any Losses in respect of which indemnification (other than by the Seller pursuant to Section 12.2 with respect to Environmental Matters) may be sought hereunder by the Seller, on the one hand, or the Buyer, on the other hand, the Indemnitee shall assert a claim for indemnification by notice (the "Notice") to the Indemnitor stating the nature and basis of such claim. The Indemnitee shall have no obligation to make any claim against any insurance policy of the Buyer before giving such Notice. Promptly after receipt by an indemnified party Indemnitee of notice Notice of the assertion of a claim or the commencement of any action, such indemnified litigation or proceeding by any third party shall(a "Third-Party Claim") with respect to a matter for which indemnification is or may be owing pursuant to Section 12.2 or 12.3, if a claim in respect thereof is to be made against an indemnifying party, the Indemnitee shall give notice Notice to the indemnifying party Indemnitor and shall thereafter keep the Indemnitor informed of all other information it receives with respect thereto; provided, however, that failure of the commencement thereof, but Indemnitee to give the failure so to notify the indemnifying party Indemnitor prompt Notice and such other information as provided herein shall not relieve it the Indemnitor of any liability that it may have to any indemnified party except to the extent the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party its obligations hereunder unless and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, then only to the extent that it the Indemnitor shall wishhave been actually prejudiced thereby. The Indemnitor shall have the right, at its option and at its own expense, to assume participate in or, by giving written notice to the defense thereof Indemnitee no later than thirty (30) days after delivery of the Notice, to take exclusive control of, the defense, negotiations and/or settlement of any such Third-Party Claim, with counsel reasonable chosen by the Indemnitor and reasonably satisfactory to the Indemnitee. After the Indemnitor takes exclusive control of the defense, negotiation and/or settlement of any such indemnified party andThird-Party Claim, after notice from the indemnifying party Indemnitee shall have the right to such indemnified party participate therein, at its own expense and with counsel of its election so own choosing; provided, however, that the Indemnitor shall pay for the costs and expenses of such separate counsel if the Indemnitor's counsel determines that it cannot represent both the Indemnitor and the Indemnitee. The Parties each shall cooperate and shall cause each Indemnitor to assume cooperate with and render such assistance as may reasonably be requested in order to insure the proper and adequate defense thereofof any such Third-Party Claim or proceeding, the indemnifying party which assistance shall not be liable to such indemnified party under such section include, without limitation, making appropriate personnel reasonably available for any fees discovery or trial, subject to reimbursement of other counsel reasonable expenses by the Indemnitor. If the Indemnitor fails or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume refuses to undertake the defense of any such an action: Third-Party Claim within thirty (a30) no days after delivery of the Notice, the Indemnitee shall have the right to take exclusive control of the defense, negotiation and/or settlement of such Third-Party Claim at the Indemnitor's expense. Neither the Indemnitor nor the Indemnitee shall settle or compromise or settlement thereof may be effected by the indemnifying party any Third-Party Claim without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person other, which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)withheld or delayed; provided, however, that any settlement or compromise includes an unconditional release of the Indemnitee from all liabilities or obligations relating to the Third-Party Claim.

Procedure for Indemnification. Promptly after After receipt by an indemnified party Indemnified Party under Section 11.1 of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such indemnified party Indemnified Party shall, if a claim in respect thereof is to be made against an indemnifying partya Member (the “Indemnifying Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. Member”), give written notice thereof to the indemnifying party of the commencement thereof, but the such Indemnifying Member. The failure so to promptly notify the indemnifying party Indemnifying Member shall not relieve it such Indemnifying Member of any liability that it may have to any indemnified party except Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the defense indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such action by the indemnifying party is prejudiced therebyincrease. In the case of any such action shall be brought against an indemnified party and it shall give Indemnified Party for which the Indemnified Party has given written notice to the indemnifying party Indemnifying Member of the commencement thereof, the indemnifying party Indemnifying Member shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof with counsel reasonable reasonably satisfactory to such indemnified party and, after notice from party. If the indemnifying party Indemnifying Member elects to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: , the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the indemnifying party Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonable unreasonably withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; Indemnifying Member and (bz) the indemnifying party Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld)) unless the Indemnifying Member has failed to defend such Indemnified Party against such action.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.4 or 7.5 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying partyparty under such section, give notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, . If an indemnifying party assume assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s 's consent (which shall not be unreasonable withheld) unless: unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) Person and no adverse effect on any other claims that may be made against the indemnified party; party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall consent will not be reasonably unreasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen ten days after the indemnified party’s 's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).settlement

Procedure for Indemnification. Promptly Each party indemnified under paragraph ----------------------------- (a) or (b) of this Section 8 shall, promptly after receipt by an indemnified party of notice of any claim or the commencement of any action, action against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying partysought, give notice to notify the indemnifying party in writing of the claim or the commencement thereof, but ; provided that the failure so to -------- notify the indemnifying party shall not relieve it of from any liability that which it may have to any an indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 8, except to the extent the defense of indemnifying party was prejudiced by such action by failure, and in no event shall such failure relieve the indemnifying party is prejudiced therebyfrom any other liability which it may have to such indemnified party. In case If any such claim or action shall be brought against an indemnified party party, and it shall give notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein therein, and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonable reasonably satisfactory to such the indemnified party and, after party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in of such action claim or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that each indemnified party, its -------- officers and directors, if any, and each person, if any, who controls such indemnified party within the meaning of the Securities Act, shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any determination action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action so defended which provides for any remedy or any compromise or settlement thereof effected relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without its the prior written consent (of the indemnified party, which consent shall not be unreasonably withheld). In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying party shall not be obligated hereunder to reimburse the indemnified party for the costs thereof. In all instances, the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 8 shall for any reason be unavailable to an indemnified party in respect of any claim, liability, loss, damage, expense or judgment in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such claim, liability, loss, damage, expense or judgment in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in the Company. In no event, however, shall a Holder be required to contribute in excess of the amount of the net proceeds received by such Holder in connection with the sale of Registrable Securities in the offering which is the subject of such loss, claim, damage or liability. The amount paid or payable by an indemnified party as a result of the claim, liability, loss, damage, expense or judgment in respect thereof, referred to above in this paragraph shall be deemed to include, for purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claims. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Procedure for Indemnification. Promptly Each party indemnified under paragraph (a) or (b) of this Section 7 shall, promptly after receipt by an indemnified party of notice of any claim or the commencement of any action, action against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying partysought, give notice to notify the indemnifying party in writing of the claim or the commencement thereof, but ; PROVIDED that the failure so to notify the indemnifying party shall not relieve it of from any liability that which it may have to any an indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent the defense of indemnifying party was prejudiced by such action by failure, and in no event shall relieve the indemnifying party is prejudiced therebyfrom any other liability which it may have to such indemnified party. In case If any such claim or action shall be brought against an indemnified party party, and it shall give notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein therein, and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonable reasonably satisfactory to such the indemnified party and, after party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in of such action claim or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound liable to the indemnified party under this Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the meaning of the Securities Act, shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any determination action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action so defended which provides for any remedy or any compromise or settlement thereof effected relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without its the prior written consent (of the indemnified party, which consent shall not be unreasonably withheld). In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying party shall not be obligated hereunder to reimburse the indemnified party for the costs thereof. In all instances, the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 7 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in the Company. In no event, however, shall a Holder be required to contribute in excess of the amount of the net proceeds received by such Holder in connection with the sale of Registrable Securities in the offering which is the subject of such loss, claim, damage or liability. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall be deemed to include, for purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claims. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Procedure for Indemnification. Promptly after receipt by an indemnified party of notice The Company agrees that within 30 days of the commencement receipt of a notice from Director (the “Notice Effective Date”) seeking indemnification hereunder, the Company shall appoint a Reviewing Party to review the request for indemnification. “Reviewing Party” shall mean any action, such indemnified appropriate person or body consisting of a member or members of the Company’s Board of Directors or any other person or body appointed by the Board of Directors who is not a party shall, if a claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying party particular Claim for which Director is seeking indemnification, or Independent Legal Counsel. The Reviewing Party shall be selected by the Board of Directors unless there has been a Change in Control since the effective date of this Agreement, in which case the Reviewing Party shall be Independent Legal Counsel. The Reviewing Party shall review the Claim for which Director is seeking indemnification and shall make a determination in writing within 30 days of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the defense of such action by the indemnifying party is prejudiced therebyNotice Effective Date. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party Director shall be entitled to participate therein and, indemnification hereunder unless the Reviewing Party shall have determined that Director is not permitted to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party andindemnification under applicable law. If, after notice from such 30 days have passed, there has been no determination by the indemnifying party Reviewing Party or if the Reviewing Party determines that Director is not permitted to be indemnified in whole or in part, Director shall have the right to commence litigation, in any court selected by the Director, seeking an initial determination by a court or challenging any such indemnified party of its election so to assume determination by the defense Reviewing Party or any aspect thereof, and the indemnifying party Company hereby consents to service of process and to appear in any such proceeding. In any such proceeding, any determination by the Reviewing Party shall not be liable to such indemnified party under such section for bind the court or create any fees presumptions respecting Director’s beliefs or Director’s standard of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected conduct. Any determination by the indemnifying party without Reviewing Party shall otherwise be conclusive and binding on the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)Company.

Procedure for Indemnification. Promptly after receipt by an indemnified party under this Section 3 of notice of the commencement of any action (including any governmental action), such indemnified party shallwill, if a claim in respect thereof is to be made against an any indemnifying party under this Section 3, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to assume the defense of any such claim or any litigation resulting, provided that counsel for the indemnifying party, give who shall conduct the defense of such claim or litigation, shall be approved by the indemnified party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at its own expense. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement thereofof any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 3, but the failure omission so to notify deliver written notice to the indemnifying party shall will not relieve it of any liability that it may have to any indemnified party except to the extent the defense of such action by the indemnifying party is prejudiced therebyotherwise than under this Section 3. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the No indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party , in the defense of any such action. If notice is given claim or litigation, shall, except with the consent of each Indemnified Party, consent to an indemnifying party of the commencement entry of any action and it judgment or enter into any settlement that does not, within fifteen days after not include as an unconditional term thereof the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected giving by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined claimant or plaintiff to such Indemnified Party of a release from all liability in good faith that there is a reasonable probability that an action may materially and adversely affect it respect to such claim or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)litigation.

Procedure for Indemnification. Promptly after receipt If any action, suit or proceeding shall be commenced against or any claim or demand be asserted against either LIFE or a controlling person thereof, or the Seller or a controlling person thereof, as the case may be, in respect of which such party against which such claim is asserted proposes to demand indemnification under this Article XII, such party seeking indemnification ("Indemnitee") shall promptly notify the other party ("Indemnitor") in writing to that effect and with reasonable particularity containing a reference to the provisions of this Agreement. The Indemnitor shall have the right to assume the entire control of, including the selection of counsel, subject to the right of the Indemnitee to participate (at its expense and with the counsel of its choice) in the defense, compromise or settlement thereof, and in connection therewith, the Indemnitee shall cooperate fully in all respects with the Indemnitor in any such defense, compromise or settlement thereof, and Indemnitee shall make available to Indemnitor all pertinent information and documents under the control of the Indemnitee. So long as the Indemnitor is defending in good faith any such claim or demand asserted by an indemnified a third party against the Indemnitee, the Indemnitee shall not settle or compromise such claim or demand without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld or delayed. If the Indemnitor shall fail to defend any such action, suit, proceeding, claim or demand, then the Indemnitee may defend, through counsel of its own choosing, such action, suit, proceeding, claim or demand and (so long as Indemnitee gives the Indemnitor at least five (5) days written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying party terms of the commencement thereof, but proposed settlement thereof and permits the failure so Indemnitor to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume then undertake the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice if Indemnitor objects to the indemnified party of its election proposed settlement) to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but suit, proceeding, claim or demand and to recover from the indemnifying party shall not be bound by any determination Indemnitor the amount of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)such losses.

Procedure for Indemnification. Promptly after receipt In the event that any party to this Agreement shall incur any Damages in respect of which indemnity may be sought by an such party pursuant to this Section 14 or any other provision of this Agreement, the party indemnified hereunder (the "Indemnitee") shall notify the party providing indemnification (the "Indemnitor") promptly. In the case of third party claims, such notice shall in any event be given within 10 days of the commencement filing or assertion of any actionclaim against the Indemnitee stating the nature and basis of such claim; provided, such indemnified party shallhowever, if a claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying party of the commencement thereof, but the that any delay or failure so to notify the indemnifying party any Indemnitor of any claim shall not relieve it of from any liability that it may have to any indemnified party except to the extent that the Indemnitor demonstrates that the defense of such action has been materially prejudiced by the indemnifying party is prejudiced therebysuch delay or failure to notify. In the case any such action shall be brought against an indemnified of third party and it shall give notice to the indemnifying party of the commencement thereofclaims, the indemnifying party shall be entitled to participate therein andIndemnitor shall, to within 20 days of receipt of notice of such claim, notify the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party Indemnitee of its election so intention to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: claim. If the Indemnitor assumes the defense of the claim, the Indemnitor shall have the right and obligation (a) no compromise to conduct any proceedings or settlement thereof may be effected by negotiations in connection therewith and necessary or appropriate to defend the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; Indemnitee, (b) the indemnifying party shall have no liability with respect to take all other required steps or proceedings to settle or defend any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); such claims, and (c) to employ counsel to contest any such claim or liability in the indemnified party will reasonably cooperate with name of the indemnifying party in Indemnitee or otherwise. If the Indemnitor shall not assume the defense of any such action. If notice is given claim or litigation resulting therefrom, the Indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the Indemnitee, subject to an indemnifying party obtaining the consent of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent Indemnitor (which consent shall not be unreasonably withheldwithheld or delayed), may settle such claim or litigation on such terms as it may deem appropriate, and assert against the Indemnitor any rights or claims to which the Indemnitee is entitled. Payment of Damages shall be made within 10 days of a final determination of a claim. A final determination of a disputed claim shall be (a) a judgment of any court determining the validity of disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (b) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within to move to set such award aside has elapsed, (c) a written termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (d) a written acknowledgment of the Indemnitor that it no longer disputes the validity of such claim, or (e) such other evidence of final determination of a disputed claim as shall be acceptable to the parties.

Procedure for Indemnification. Promptly after receipt by an (a) In the event any person or entity not a party to this Agreement shall make any demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in Liabilities, the indemnified party of shall give written notice of the commencement of any action, to such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give notice effect to the indemnifying party of promptly upon becoming aware thereof. In such event, within 20 days after written notice by the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to (the extent the defense "Notice") of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereofdemand, claim or lawsuit, the indemnifying party shall have the right, at its sole cost and expense, to take and assume full control of the defense thereof and to hire counsel (which counsel shall be entitled reasonably satisfactory to participate therein andthe indemnified party) to defend any such demand, claim or lawsuit (provided, however, that the failure to give such Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that it shall wishthat, to assume such failure caused the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from damages for which the indemnifying party is obligated to such be greater than they would otherwise have been had the indemnified party given prompt notice hereunder). Thereafter, the indemnified party shall be permitted to participate in such defense at its sole cost and expense, provided that, if the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party or if the indemnifying party proposes that the same counsel represent both the indemnified party and the indemnifying party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the indemnified party shall have the right to retain its election so to assume own counsel at the defense thereof, cost and expense of the indemnifying party. In the event that the indemnifying party shall not be liable fell to such respond within 20 days after receipt of the Notice from the indemnified party under of any such section for any fees of other counsel demand, claim or any other expenseslawsuit, in each case subsequently incurred by such then the indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume may retain counsel and conduct the defense of such an action: (a) no compromise demand, claim or settlement thereof lawsuit, as it may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) its sole discretion deem proper, at the sole relief provided is monetary damages that are paid in full by cost and expense of the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly Each party indemnified under paragraph (a) or (b) of this Section 7 shall, promptly after receipt by an indemnified party of notice of any claim or the commencement of any action, action against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying partysought, give notice to notify the indemnifying party in writing of the claim or the commencement thereof, but ; provided that the failure so to notify the indemnifying party shall not relieve it of from any liability that which it may have to any an indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent the defense of indemnifying party was actually prejudiced by such action by failure, and in no event shall relieve the indemnifying party is prejudiced therebyfrom any other liability which it may have to such indemnified party. In case If any such claim or action shall be brought against an indemnified party party, and it shall give notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein therein, and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party to assume the defense thereof with counsel reasonable reasonably satisfactory to such the indemnified party and, after party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereofof such claim or action, the indemnifying party shall not be bound by liable to the indemnified party under this Section 7 for any determination made in such action legal or any compromise or settlement thereof effected other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the meaning of the Securities Act, shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, which approval shall not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without the prior written consent of the indemnified party, which shall not be unreasonably withheld, and any such settlement agreement shall contain a complete and unconditional release from liability of each indemnified party. Notwithstanding the foregoing, if at any time an indemnified party determined in good faith that there is a reasonable probability that shall have requested an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnifying party to reimburse the indemnified party mayfor fees and expenses of counsel as contemplated by this Section 7, the indemnifying party agrees that it shall be liable for any settlement effected without its written consent if (i) such settlement is entered into more than 30 business days after receipt by notice such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of settlement. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party, assume the exclusive right indemnified party shall continue to defendbe entitled to participate in the defense thereof, compromise or settle such actionwith counsel of its own choice, but but, except as set forth above, the indemnifying party shall not be bound by obligated hereunder to reimburse the indemnified party; for the costs thereof. In all instances, the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 7 shall for any determination reason be unavailable to an indemnified party in respect of an action so defended any loss, claim, damage or liability, or any compromise action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or settlement thereof effected without its consent payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in Parent. In no event, however, shall a Holder be required to contribute in excess of the amount of the net proceeds received by such Holder in connection with the sale of Registrable Securities in the offering which is the subject of such loss, claim, damage or liability. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall be deemed to include, for purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (which within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not be unreasonably withheld)guilty of such fraudulent misrepresentation.

Procedure for Indemnification. Promptly after the receipt by an indemnified any party hereto of notice of (i) any third-party claim or (ii) the commencement of any suit, action, arbitration or judicial proceeding by a third-party, such indemnified party shallwill, if a claim in with respect thereof thereto is to be made against an indemnifying partyany party obligated to provide indemnification pursuant to Section 10.1 hereof, give such Indemnifying Party written notice of such claim or the commencement of such action or proceeding. Such Indemnifying Party shall have the right, at its option, to compromise or defend, at its own expense and by its counsel, any such matter involving the asserted liability of the party seeking such indemnification subject to the indemnifying party consent of the commencement thereofIndemnitee which shall not be unreasonably withheld, but conditioned or delayed. Such notice, and the failure so opportunity to compromise or defend, shall be a condition precedent to any liability of the Indemnifying Party under the indemnification agreement contained in said Section 10.1. In the event that any Indemnifying Party shall undertake to compromise or defend any such asserted liability, it shall promptly notify the indemnifying party Indemnitee of its intention to do so, and the Indemnitee agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such asserted liability. In any event, the Indemnitee shall not relieve it of any liability that it may have the right, at its own expense, to any indemnified party except to the extent participate in the defense of such action asserted liability, provided that the Indemnifying Party shall make all final decisions concerning the defense or compromise or settlement of such litigation and the Indemnitee shall have the right to be separately represented by counsel at the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party expense of the commencement thereofIndemnifying Party if there is a conflict of interest in representation by a single counsel. Notwithstanding the foregoing, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof of any claim, action, liability, etc. pursuant to this Section 10.3 may be effected by the indemnifying party Indemnifying Party without the indemnified partyIndemnitee’s consent (consent, which shall not be unreasonable unreasonably withheld) unless: , conditioned or delayed, unless (iA) there is no finding or admission of any violation of law legal requirements or any violation of the rights right of any person which is not fully remedied by the payment referred to in clause; (ii) or entity and no adverse effect on any other claims that may be made against the indemnified party; Indemnitee and (iiB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)Indemnifying Party.

Procedure for Indemnification. Promptly after receipt In the event that any party hereto shall incur any Damages in respect of which indemnity may be sought by an such party pursuant to this Section 12 or any other provision of this Agreement, the party indemnified hereunder (the "Indemnitee") shall notify the party providing indemnification (the "Indemnitor") promptly; in the case of third party claims, such notice shall in any event be given within 10 days of the commencement filing or assertion of any actionclaim against the Indemnitee stating the nature and basis of such claim; provided, such indemnified party shallhowever, if a claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying party of the commencement thereof, but the that any delay or failure so to notify the indemnifying party any Indemnitor of any claim shall not relieve it of from any liability that it may have to any indemnified party except to the extent that the Indemnitor demonstrates that the defense of such action is materially prejudiced by the indemnifying party is prejudiced therebysuch delay or failure to notify. In the case any such action shall be brought against an indemnified of third party and it shall give notice to the indemnifying party of the commencement thereofclaims, the indemnifying party shall be entitled to participate therein andIndemnitor shall, to within 10 days of receipt of notice of such claim, notify the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party Indemnitee of its election so intention to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: claim. If the Indemnitor shall assume the defense of the claim, the Indemnitor shall have the right and obligation (a) no compromise to conduct any proceedings or settlement thereof may be effected by negotiations in connection therewith and necessary or appropriate to defend the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; Indemnitee, (b) the indemnifying party shall have no liability with respect to take all other required steps or proceedings to settle or defend any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); such claims, and (c) to employ counsel to contest any such claim or liability in the indemnified party will reasonably cooperate with name of the indemnifying party Indemnitee or otherwise. If defendants in any action include the Indemnitee and the Indemnitor, and the Indemnitee shall have been advised by its counsel that there may be legal defenses available to the Indemnitee which are different from or in addition to those available to the Indemnitor, the Indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the Indemnitor. If the Indemnitor shall not assume the defense of any such actionclaim or litigation resulting therefrom, the Indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the Indemnitor may settle such claim or litigation on such terms as it may deem appropriate. If notice is given to an indemnifying party of it shall be finally determined that the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election Indemnitor failed to assume the defense thereofof any claim for which the Indemnitor is liable to the Indemnitee for Damages, then the indemnifying party expense of defending the claim shall be bound by any determination made in such action or any compromise or settlement thereof effected borne by the indemnified partyIndemnitor. Notwithstanding Payment of Damages shall be made within 10 days of a final determination of a claim. A final determination of a disputed claim shall be (a) a judgment of any court determining the foregoingvalidity of disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (b) an indemnified party determined in good faith that award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (c) a reasonable probability written termination of the dispute with respect to such claim signed by all of the parties thereto, (d) a written acknowledgement of the Indemnitor that an action may materially and adversely affect it no longer disputes the validity of such claim, or its affiliated (e) such other than evidence of final determination of a disputed claim as a result of monetary damages, such indemnified party may, by notice shall be acceptable to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)parties.

Procedure for Indemnification. Promptly after receipt by an indemnified party of Each Venturer (the "Indemnified Venturer") agrees to give the other (the "Other Venturers") prompt written notice of the filing or commencement of any actionAction against a Venturer which may give rise to a request for indemnification hereunder, and each party will cooperate with the other in determining the validity of any such indemnified party shallclaim or assertion. Upon any request for indemnity by any Venturer pursuant to subsection 14.1 (a) hereof, if a claim in the Indemnified Venturer shall select counsel with respect thereof is to be made against an indemnifying party, give notice to the indemnifying party claim, loss liability which is the subject of indemnification subject to the reasonable approval of the commencement thereof, but other Venturer. The Other Venturers shall have the failure so right to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent participate in or monitor the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified third-party and it shall give notice to the indemnifying party of the commencement thereofsuits, the indemnifying party shall be entitled to participate therein andclaims or proceedings, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party (but shall not be liable have the right to such indemnified party under such section for invade, or otherwise take any fees of other counsel action to alter, modify, or any other expenses, in each case subsequently incurred by such indemnified party in connection with destroy the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume attorney client relationship). All Venturers and the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which Joint Venture shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability cooperate with respect to any defense, compromise or settlement. The Indemnified Venturer will not compromise or settle any such action, suit or proceeding without the consent of the Other Venturers, except that in any Action, if the Indemnified Venturer advises that it wishes to accept a settlement thereof effected without its consent (which shall not be reasonably withheld); offer, then in any subsequent litigation between the Indemnified Venturer on the one hand, and (c) the indemnified party will reasonably cooperate with Joint Venture or the indemnifying party in Other Venturers on the defense other hand, arising out of such action. If notice is given Action which the Indemnified Venturer wished to an indemnifying party settle, the extent of the commencement of any action and it does notIndemnified Venturer's liability, within fifteen days after if any, is the indemnified party’s notice is given, give notice amount which the Indemnified Venturer was willing to the indemnified party of its election to assume the defense thereofaccept in settlement. Additionally, the indemnifying party Venture shall be bound by any determination made in such action or any compromise or settlement thereof effected by indemnify the indemnified party. Notwithstanding Other Venturers for all of the foregoingexpenses, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially costs and adversely affect it or its affiliated other than fees incurred as a result of monetary damagesthe Indemnified Venturer's notice hereunder or claim for indemnity, such indemnified party mayincluding without limitation expenses, by notice to costs, and fees incurred in participation in the indemnifying party, assume selection of counsel or participation or monitoring the exclusive right to defend, compromise or settle such defense of the action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an (a) In the event that any indemnified party of receives written notice of the commencement of any actionaction or proceeding, the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought pursuant to this Article VII (a "Third Party Claim"), and such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give notice to shall promptly provide the indemnifying party with notice of the commencement thereofsuch action, but the failure so to notify the proceeding, claim, penalty or assessment, and such indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the defense shall, upon receipt of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereofnotice, the indemnifying party shall be entitled to participate therein andin or, to at the extent that it shall wishindemnifying party's option, to assume the defense thereof defense, appeal or settlement of such action, proceeding, claim, penalty or assessment with respect to which such indemnity has been invoked with counsel reasonable satisfactory to of its choosing, and such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not will fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in connection therewith; provided that such indemnified party shall be entitled to employ one counsel to represent such indemnified party if, in such indemnified party's reasonable judgment, a conflict of interest between the defense indemnifying party and the indemnified party exists in respect of such claim and in that event the reasonable fees and expenses of such separate counsel shall be paid by the indemnifying party. In the event that the indemnifying party fails to assume the defense, appeal or settlement of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, proceeding, claim, penalty or assessment within fifteen 20 days after the receipt of notice thereof from such indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party mayshall have the right to undertake the defense or appeal of or settle or compromise such action, by notice to proceeding, claim, penalty or assessment on behalf of and for the account and risk of the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the . The indemnifying party shall not be bound by settle or compromise any determination such action, proceeding, claim, penalty or assessment without such indemnified party's prior written consent, unless the terms of an action so defended such settlement or compromise release such indemnified party from any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)and all liability with respect to such Claim.

Procedure for Indemnification. Promptly Any party seeking indemnification under this ARTICLE X (an "Indemnified Party") will give each party from whom indemnification is being sought (each, an "Indemnifying Party") notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this ARTICLE X with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this ARTICLE X (collectively, "Third-Party Claims") will be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party receives, after the Closing Date, initial notice of any Third-Party Claim, the Indemnified Party will give the Indemnifying Party notice of such Third-Party Claim within such time frame as necessary to allow for a timely response and in any event within 30 days of the receipt by an indemnified party the Indemnified Party of notice of the commencement of any actionsuch notice; provided, such indemnified party shallhowever, if a claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying party of the commencement thereof, but that the failure so to notify provide such timely notice will not release the indemnifying party shall not relieve it Indemnifying Party from any of any liability that it may have to any indemnified party its obligations under this ARTICLE X except to the extent (and only to the extent) the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party will be entitled to assume and control the defense of such action by Third-Party Claim at its expense and through counsel of its choice (which is reasonably acceptable to the indemnifying party Indemnified Party) if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party (or such earlier date as is prejudiced thereby. In case any required to avoid material prejudice to the Indemnified Party's defense of such action shall be brought against an indemnified party claim) and it shall give notice acknowledges its liability for such claim, subject to the indemnifying party Set-Off Cap; provided, however, that if there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment of the commencement thereofIndemnified Party (upon and in conformity with advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the indemnifying party shall Indemnified Party will be entitled to participate therein andretain one counsel (plus one local counsel, if necessary), reasonably acceptable to the Indemnifying Party, at the expense of the Indemnifying Party; provided, that the Indemnified Party and such counsel will contest such Third-Party Claims in good faith. Notwithstanding the foregoing, the Indemnified Party shall have the right, at its option, to retain control of the extent that it shall wishdefense and settlement of any Third Party Claim if the amounts of Damages sought exceeds, or is reasonably likely to exceed, the maximum amount of Damages for which Parent remains obligated to indemnify the Purchaser Indemnified Parties pursuant to Section 10.3(c) hereof. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third-Party Claim as provided above, the Indemnified Party will cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party does not expressly elect to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party otherwise assume the defense of such an action: (a) no compromise or settlement thereof may be effected by Third-Party Claim within the indemnifying party without time period and otherwise in accordance with this Section 10.4, the indemnified party’s consent (which Indemnified Party shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) have the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election right to assume the defense thereofof and to settle such Third-Party Claim. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third-Party Claim, the indemnifying party shall be bound by any determination made Indemnifying Party will cooperate with the Indemnified Party in such action defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or any compromise or settlement thereof effected under the Indemnifying Party's control relating thereto as is reasonably required by the indemnified partyIndemnified Party. Notwithstanding The Indemnifying Party will not, without the foregoingwritten consent of the Indemnified Party (which will not be unreasonably withheld or delayed), if settle or compromise any Third-Party Claim or consent to the entry of any judgment which (i) does not include as an indemnified party determined unconditional term thereof the delivery by the claimant or plaintiff to Indemnified Party of a written release from all liability in respect of such Third-Party Claim or (ii) is a non-monetary claim. No Third-Party Claim which is being defended in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result by the Indemnifying Party will be settled by the Indemnified Party without the written consent of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party Indemnifying Party. This Section 10.4 shall not apply to any Tax Proceeding, which will be bound exclusively governed by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)Section 11.4.

Procedure for Indemnification. Promptly Each party indemnified under paragraph (a) or (b) of this Section 7 shall, promptly after receipt by an indemnified party of notice of any claim or the commencement of any action, action against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying partysought, give notice to notify the indemnifying party in writing of the claim or the commencement thereof, but ; provided that the failure so to notify the indemnifying party shall not relieve it of from any liability that which it may have to any an indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent (and only to the defense of such action by extent) that the indemnifying party is was prejudiced therebyby such failure, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party. In case If any such claim or action shall be brought against an indemnified party party, and it shall give notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein therein, and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonable reasonably satisfactory to such the indemnified party, but only upon written acknowledgment from the indemnified party and, after that the matter for which the defense is assumed is an indemnifiable obligation of the indemnifying party under this Agreement. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in of such action claim or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound liable to the indemnified party under this Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the meaning of the Securities Act, shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any determination action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel that a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any such claim or action so defended which provides for any remedy or any compromise or settlement thereof effected relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without its the prior written consent (of the indemnified party, which consent shall not be unreasonably withheld). In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying party shall not be obligated hereunder to reimburse the indemnified party for the costs thereof. In all instances, the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 7 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in uniView. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall be deemed to include, for purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Sections 10.01 or 10.02 of notice of the commencement of any actionaction for which indemnification is available under Section 10.01 or 10.02, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying partyparty under such section, give notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, investigation and costs and expenses of legal counsel if the indemnified party and the indemnifying party are both parties to the action and the indemnified party has been advised by counsel to the indemnifying party that a conflict of interest exists as a result of the representation of both parties. If an indemnifying party assume assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s 's consent (which shall not be unreasonable unreasonably withheld) unless: unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) Person and no adverse effect on any other claims that may be made against the indemnified party; party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such actionconsent. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen ten (10) business days after the indemnified party’s 's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified (a) If any party hereto shall claim indemnification hereunder arising from any claim or demand of notice a third party, the party seeking indemnification (the "indemnitee") shall promptly notify the party or parties from whom indemnification is sought (the "indemnitor") in writing of the commencement of any actionbasis for such claim or demand, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give notice to setting forth the indemnifying party nature of the commencement thereofclaim or demand in reasonable detail; provided, but the however, that failure so to notify the indemnifying party give such notification shall not relieve it of any liability that it may have to any indemnified party affect the indemnification provided hereunder except to the extent the defense indemnitor shall have been prejudiced as a result of such action failure (except that the indemnitor shall in no event be liable for any expenses incurred during the period in which the indemnitee failed to give such notice). Thereafter, the indemnitee shall deliver to the indemnitor, promptly following the indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the indemnifying indemnitee relating to the third-party is prejudiced therebyclaims other than those notices and documents (including court papers) received by the indemnitee relating to the third-party claim other than those notices and documents separately addressed to the indemnitor. The indemnitor shall have the right to compromise or, if appropriate, defend at its own cost and through counsel of its own choosing, any claim or demand of any third party giving rise to such claim for indemnification. Such notice and opportunity to compromise or defend, if applicable, shall be conditions precedent to any asserted liability under this indemnity. In case the event the indemnitor undertakes to compromise or defend any such action shall be brought against an indemnified party and claim or demand, it shall give notice promptly notify the indemnitee in writing of its intention to do so. The indemnitee shall fully cooperate with the indemnitor and its counsel in the defense or compromise of such claim or demand. Such cooperation shall include the retention and (upon the indemnitor's reasonable request) the provision to the indemnifying indemnitor of records and information that are reasonably relevant to such third-party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. After the assumption of the commencement thereofdefense by the indemnitor, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party indemnitor shall not be liable to such indemnified party under such section for any fees of legal or other counsel or any other expenses, in each case expenses subsequently incurred by such indemnified party the indemnitee in connection with such defense, but the indemnitee may participate in such defense at its own expense, it being understood that the indemnitor shall control such defense. No settlement of a third party claim or demand defended by the indemnitee shall be made without the written consent of the indemnitor. The indemnitor shall not, except with the written consent of the indemnitee, consent to the entry of a judgment or settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the indemnitee of an unconditional release from all liability in respect of such third party claim or demand. The indemnitor shall be liable for fees and expenses of counsel employed by the indemnitee for any period during which the indemnitor has not assumed the defense thereof, thereof (other than reasonable costs of investigation, If an indemnifying party assume during any period in which the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which indemnitee shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation have failed to give notice of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief third-party claim as provided is monetary damages that are paid in full by the indemnifying party; above). (b) the indemnifying If any party shall have no liability with respect to claim indemnification hereunder for any compromise or settlement thereof effected without its consent (which claim other than third party claims, the indemnitee shall not be reasonably withheld)promptly notify the indemnitor in writing of the basis for such claim, setting forth the nature and amount of the claim in reasonable detail; and (c) after determination of the indemnified party will reasonably cooperate with the indemnifying party in the defense validity of such action. If notice is given to an indemnifying party of claim, which the commencement of any action and it does notparties shall promptly pursue, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party payment therefor shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified partyindemnitor. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)Section 7.4.

Procedure for Indemnification. Promptly after receipt by an indemnified party (a) If any Indemnitee receives notice of notice the assertion of any claim or of the commencement of any claim, action, such indemnified or proceeding made or brought by any Person who is not a party shall, if to this Agreement or any Affiliate of a claim in Party to this Agreement (a "Third Party Claim") with respect thereof to which indemnification is to be made against sought from an indemnifying partyIndemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than 20 days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will have the right to participate in or, by giving written notice to the indemnifying party of Indemnitee, to elect to assume the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it defense of any liability Third Party Claim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, provided that it may have to any indemnified party except to the extent counsel for the Indemnifying Party who shall conduct the defense of such action by the indemnifying party is prejudiced thereby. In case any such action Third Party Claim shall be brought against an indemnified party and it shall give notice reasonably satisfactory to the indemnifying party of the commencement thereof, the indemnifying party Indemnitee. The Indemnitee shall be entitled to participate therein and, to the extent that it shall wish, cooperate in good faith in such defense at such Indemnitee's own expense. If an Indemnifying Party elects not to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofany Third Party Claim, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof Indemnitee may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such actionThird Party Claim over the objection of the Indemnifying Party, but which settlement or compromise shall conclusively establish the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)Indemnifying Party's liability pursuant to this Agreement.

Procedure for Indemnification. Promptly (a) In the event a party intends to seek indemnification pursuant to the provisions of Sections 7.2 or 7.4 hereof (the “Indemnified Party”), the Indemnified Party shall promptly give notice hereunder to the other party (the “Indemnifying Party”) of a claim and such other information the Indemnified Party may have relating to the underlying basis for the claim, or after receipt by an indemnified party of obtaining written notice of any claim, investigation, or the commencement service of a summons or other initial or continuing legal or administrative process or Proceeding in any actionaction instituted against the Indemnified Party as to which recovery or other action may be sought against the Indemnified Party because of the indemnification provided for in Section 7.2 or 7.4 hereof, such indemnified party shalland, if such indemnity shall arise from the claim of a claim in respect thereof is to be made against an indemnifying third party, give notice to the indemnifying party of Indemnified Party shall permit the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, Indemnifying Party to assume the defense thereof with counsel reasonable satisfactory to of any such indemnified party andclaim and any litigation resulting from such claim; provided, after notice from however, that the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party Indemnified Party shall not be liable required to permit such indemnified party under such section for any fees an assumption of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise any claim or settlement thereof may be effected by Proceeding which, if not first paid, discharged or otherwise complied with, would result in a material interruption or disruption of the indemnifying party without business of the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law Indemnified Party, or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense material part thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined the right to indemnification hereunder shall not be affected by any failure of the Indemnified Party to give such notice (or by delay by the Indemnified Party in good faith that there is a reasonable probability that an action may materially giving such notice) unless, and adversely affect it or its affiliated other than then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of monetary damagesthe failure to give, or delay in giving, such indemnified notice. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or action by a third party may, within thirty (30) days after written notice thereof shall have been given to and acknowledged by notice to the indemnifying party, assume Indemnifying Party shall be deemed a waiver by the exclusive Indemnifying Party of its right to defend, compromise defend such claim or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified a party of hereto (hereinafter the “Indemnified Party”) has received notice of the commencement or has knowledge of any action, such indemnified party shall, if claim by a claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall Person not relieve it of any liability that it may have to any indemnified party except to the extent the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying a party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel this Agreement (a “Third Party”) or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does notor proceeding by a Third Party, within fifteen days after the indemnified party’s notice is givenIndemnified Party shall, as a condition precedent to a claim with respect thereto being made against any party obligated to provide indemnification pursuant to this Agreement (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice to of such claim or the indemnified party commencement of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected proceeding (the “Notice”). The Notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof. The Indemnifying Party, after receipt of the Notice, may elect to defend and settle, at its own expense and by its own counsel, each such matter so long as the indemnified party. Notwithstanding Indemnifying Party pursues the foregoing, if an indemnified party determined same diligently and in good faith and the settlement does not involve injunction or equitable relief or involve criminal penalties or adversely affect the business of Buyer or the Business. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. The foregoing notwithstanding, if the Indemnifying Party fails diligently to defend any such matter to which the Indemnified Party is entitled to indemnification hereunder or if the claim involves criminal penalties, or the Indemnified Party in good faith determines that there is a reasonable probability that an action may materially and adversely the claim might have a material adverse affect it or its affiliated on the Business (other than as a result of monetary damagesdamages for which it would be entitled to indemnification hereunder), the Indemnified Party may undertake such indemnified party maydefense (which it must pursue diligently and in good faith) through counsel of its choice and at the Indemnifying Party’s expense, which shall be paid by notice to the indemnifying partyIndemnifying Party as such costs arc incurred, assume provided that the exclusive right to defend, compromise or settle such action, but the indemnifying party Indemnifying Party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected of any such claim so defended by the Indemnified Party without its the Indemnifying Party’s consent (which shall may not be unreasonably withheld).

Procedure for Indemnification. Promptly after After receipt by an ----------------------------- indemnified party under Section 13.1 or 13.2 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying partyparty under such Section, give notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is materially prejudiced thereby. In case If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying indemnified party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to as such indemnified party of its election so to assume the defense thereof, thereof the indemnifying party shall not be liable to such indemnified party under such section Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, . If an indemnifying party assume assumes the defense of such an action: , (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s 's consent (which shall not be unreasonable unreasonably withheld) unless: unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) Person and no adverse effect on any other claims that may be made against the indemnified party; party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement settlements thereof effected without its consent (which will shall not be reasonably unreasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen ten (10) days after the indemnified party’s 's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, party assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified (a) If a party of entitled to indemnification pursuant to SECTION 7.02 (the "INDEMNITEE") receives notice of the commencement assertion by a Person who is not a party to this Agreement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying party or of the commencement thereofby any such Person of any action or proceeding (a "THIRD PARTY CLAIM") with respect to which another party to this Agreement (the "INDEMNIFYING PARTY") is obligated to provide indemnification, but the failure Indemnitee shall give the Indemnifying Party written notice thereof after becoming aware of such Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. With respect to any Third Party Claim, the Indemnifying Party may elect to compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any Third Party Claim; provided, however, that without the consent of the Indemnitee, which consent shall not unreasonably be withheld or delayed, the Indemnifying Party shall not settle or compromise any claim unless such settlement or compromise (i) is for money damages only, which damages are paid solely by the Indemnifying Party, (ii) includes a release of the Indemnitee, and (iii) does not involve an admission of liability or fault on the part of the Indemnitee. If the Indemnifying Party elects to compromise or defend such Third Party Claim, it shall within 30 days (or sooner if the nature of the Third Party Claim so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Third Party Claim. If the Indemnifying Party elects not to compromise or defend against the Third Party Claim, or fails to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party Indemnitee of its election so to assume the defense thereofas herein provided, the indemnifying party Indemnitee may defend such Third Party Claim without waiving its claim for indemnification hereunder; provided, however, that the Indemnitee shall not be liable to settle or compromise any such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party claim without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of Indemnifying Party. In any person which is not fully remedied by event, the payment referred to in clause; (ii) no adverse effect on any other claims that Indemnitee and the Indemnifying Party may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without each participate, at its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party own expense, in the defense of such actionThird Party claim, it being understood that the Indemnifying Party may, if it so elects, control such defense. If notice is given the Indemnifying Party chooses to an indemnifying party of defend any claim, the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice Indemnitee shall make available on a reasonable basis to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by Indemnifying Party any determination made in such action personnel or any compromise books, records, or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith other documents within its control that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, are necessary for such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)defense.

Procedure for Indemnification. Promptly after receipt by If a party hereto becomes aware of an indemnified event which gives rise to a claim for indemnification hereunder, such party of shall give the other party prompt notice of any such action, claim, liability, assessment or notice of deficiency received by such party which might result in any liability under this provision. To the commencement extent Gold is giving such notice, notice to Company shall be deemed sufficient to constitute notice to all shareholders. By execution hereof, Company specifically agrees that it shall assume all responsibility for communicating receipt of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying shareholders of Company. Further, any party who may claim a right of indemnification hereunder agrees to refrain from paying, settling or compromising any such claim for which indemnification may be sought without giving notice of same to the other party. If the other party wishes to contest or defend such third party claim, then the party against whom the claim was made shall be obligated to cooperate fully with such party in contesting and preserving all rights with respect to such contest; provided, however, that if the other party does not wish to challenge or contest such third party claim, then the party against whom the claim was being made by settle same on terms and conditions it deems to be the most favorable it can be obtained and then inserting the indemnification claim against the other party hereto. When giving a notice under this provision, a party may specify a time for a response from the other party as to whether such other party wishes to contest or defend such third party claim. Such deadline for response may be established consistent with the facts and circumstances surrounding the situation. Failure of the commencement thereofother party to respond within such time period shall constitute such other party's decision not to contest or defend such claim. If a party hereunder claims indemnification for a claim other than a third party claim, but the failure so to party seeking indemnification shall notify the indemnifying party shall not relieve it in writing of any liability that it may have to any indemnified party except to the basis for such claim setting forth the nature and amount of the damages resulting from such claim. To the extent the defense of such action by the indemnifying a party is prejudiced thereby. In case any such action deemed to have ultimately been responsible for indemnification, then interest shall be brought against an indemnified party and it shall give notice deemed to accrue on the indemnifying party unpaid amount of indemnification obligation (at the commencement thereofprime rate of interest announced from time to time by Exchange National Bank, such interest to be calculated based on the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice actual number of days elapsed from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in date each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; indemnification obligation becomes due and (ii) the sole relief provided is monetary damages that are owing until paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)based on 365 day year.

Procedure for Indemnification. Any notice of a claim for indemnification under Section 8.2 or 8.3 (which shall be given as promptly as possible) shall state with reasonable specificity the provision(s) of this Agreement with respect to which the claim is made, the facts giving rise to the claim, and if ascertainable, the amount of the liability asserted by reason of the claim. Promptly after receipt by an indemnified party under Section 8.2 or 8.3 of notice of the commencement of any legal action, such the indemnified party shall, if a claim in respect thereof of the action is to be made against an indemnifying partyparty under Section 8.2 or 8.3, as the case may be, give notice to the indemnifying party of the commencement thereofof the action, but the a failure to so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party party, except to the extent that the indemnifying party demonstrates that the defense of such the action is prejudiced by the indemnifying party is prejudiced therebydelay (it being understood that any notice of claim for misrepresentation or breach of warranty must be given within the applicable time period set forth in Section 8.1). In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereofof the action, the indemnifying party shall be entitled to participate therein in the action and, to the extent that it shall wish, to assume the defense thereof of the action with counsel reasonable reasonably satisfactory to such the indemnified party and, after notice from party. If the indemnifying party to such notifies the indemnified party of its election so to assume the defense thereofof the action, the indemnifying party shall control the defense of the action and shall not be liable to such the indemnified party under such section Section 8.2 or 8.3, as the case may be, for any fees of other counsel or any other expenses, in each case subsequently incurred by such the indemnified party in connection with the defense thereofof the action (it being understood, other than reasonable costs of investigationhowever, that the indemnified party shall be entitled to participate in the action at its own cost and expense). If an indemnifying party assume assumes the defense of such an action: (a) , no compromise or settlement thereof of the action may be effected by the indemnifying party without the indemnified party’s consent consent, unless (which shall not be unreasonable withheld) unless: (ia) there is no finding or admission of any violation of law or any violation and no effect on the business of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect indemnified party and on any other claims claim that may be made against the indemnified party; , and (iib) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen ten days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereofof the action, the indemnified party may assume the defense of the action and the indemnifying party shall be bound by any determination made in such action or action. The parties shall cooperate with each other in the defense of any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified third party determined claims described in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)this Section 8.

Procedure for Indemnification. Promptly after receipt If any claim for which a party is obligated under this Article 11 to provide indemnification ("Indemnifying Party") is asserted by an any third party against or sought to be collected from any party indemnified party of notice of the commencement of any actionhereunder ("Indemnified Party"), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying party of the commencement thereof, but the failure so to Indemnified Party shall promptly notify the indemnifying party shall not relieve it Indemnifying Party of any liability that it may have to any indemnified party except such claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the defense final amount of such action by the indemnifying party is prejudiced thereby. In case claim) (such notice to include all relevant correspondence from or with any such action third party). The Indemnifying Party shall be brought against an indemnified party and it shall give have thirty (30) days after receipt of such notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party and at the expense of the Indemnifying Party, of the settlement or defense thereof; provided that the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party so long as the fees and expenses of such counsel are borne by the Indemnified Party. The Indemnified Party shall not pay or settle any such claim during the thirty (30) day period during which the Indemnifying Party is entitled to assume control. So long as the Indemnifying Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim; provided that the Indemnified Party may pay or settle any such claim if the Indemnified Party waives its right to indemnification hereunder in respect of such claim. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof with counsel reasonable satisfactory or is not eligible to assume such indemnified party anddefense pursuant to this Section 11.4, after notice from the indemnifying party Indemnified Party shall have the right in good faith to such indemnified party of its election so contest, pay or settle the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement; provided that, unless that Indemnifying Party did not or was not eligible to assume the defense thereofconduct and control of the claim, the indemnifying party Indemnified Party shall not be liable pay or settle any such claim without the prior consent of the Indemnifying Party, unless the Indemnified Party waives its right to indemnification hereunder with respect to such indemnified party under such section for any fees of other counsel or any other expensesclaim. The Indemnifying Party shall not, in each case subsequently incurred by such indemnified party in connection except with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s prior consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights Indemnified Party, enter into any settlement that does not include as an unconditional term thereof the unconditional release of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no Indemnified Party from all liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)related claim.

Procedure for Indemnification. Promptly As soon as possible after receipt by an indemnified party hereunder of written notice of the commencement of any actionaction or the presentation or other assertion of any claim with respect to which a claim for indemnification may be made pursuant to this Section 7, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying indemnified party, give notice to notify the indemnifying party in writing of the commencement thereof, but the failure omission so to notify the indemnifying party shall not relieve it of from any liability that which it may otherwise have to any such indemnified party except to the extent the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an any indemnified party party, and it shall give notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein therein, and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonable reasonably satisfactory to such the indemnified party party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such the indemnified party under such section this Section 7 (c) for any fees legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof; PROVIDED that all of the indemnified parties as a group shall have the right to employ one separate counsel if, other than in their reasonable costs judgment, a conflict of investigation, If an indemnifying party assume interest between the defense of such an action: (a) no compromise or settlement thereof may be effected by indemnified parties and the indemnifying party without exists in respect of such claim, and in that event the indemnified party’s consent (which reasonable fees and expenses of such separate counsel shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 10.2 or 10.3 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying partyparty under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action by the indemnifying party is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof with counsel reasonable reasonably satisfactory to such indemnified party and, after notice from party. If the indemnifying party to such indemnified party of its election so elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party shall not be liable to such indemnified party under such section responsible for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).paying for

Procedure for Indemnification. Promptly In the event any of the Parent Indemnified Parties or the Stockholder Indemnified Parties intend to seek indemnification (from the Escrow Fund, in the case of the Parent Indemnified Parties) pursuant to the provisions of Sections 10.01 or 10.02 hereof (the “Indemnified Party”), the Indemnified Party shall promptly give notice hereunder to the other Party (the “Indemnifying Party”) after receipt by an indemnified party of obtaining written notice of any claim, investigation, or the commencement service of a summons or other initial or continuing legal or administrative process or Proceeding in any action instituted against the Indemnified Party as to which recovery or other action may be sought against the Indemnified Party because of the indemnification provided for in Section 10.01 or 10.02 hereof, and, if such indemnity shall arise from the claim of a Third Party, the Indemnified Party shall permit the Indemnifying Party to assume the defense of any actionsuch claim and any litigation resulting from such claim; provided, however, that the Indemnified Party shall not be required to permit such indemnified party shallan assumption of the defense of any claim or Proceeding which, if not first paid, discharged or otherwise complied with, would result in a claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying party material interruption or disruption of the commencement business of the Indemnified Party, or any material part thereof. Notwithstanding the foregoing, but the failure so right to notify the indemnifying party indemnification hereunder shall not relieve it be affected by any failure of any liability that it may have the Indemnified Party to any indemnified party except give such notice (or by delay by the Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. If the Indemnifying Party assumes the defense of such action claim, investigation or Proceeding resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim, investigation or Proceeding shall include taking all steps necessary in the defense or settlement of such claim, investigation or Proceeding and holding the Indemnified Party harmless from and against any and all Losses arising from, in connection with or incident to any settlement approved by the indemnifying party is prejudiced thereby. In case Indemnifying Party or any judgment entered in connection with such action claim, investigation or Proceeding (subject to the remaining Basket Amount, if any, which shall be brought against an indemnified party paid by Parent, and it shall give notice to the indemnifying party of the commencement thereofindemnification limits set forth in this Agreement), the indemnifying party shall be entitled to participate therein andexcept where, and only to the extent that it shall wishthat, to assume the Indemnifying Party has been prejudiced by the actions or omissions of the Indemnified Party. Notwithstanding the foregoing, the assumption of the defense thereof of any claim, investigation or Proceeding by the Indemnifying Party shall not constitute an admission of responsibility to indemnify or in any manner impair or restrict the Indemnifying Party’s rights to later seek to be reimbursed its costs and expenses if indemnification under this Agreement with counsel reasonable satisfactory respect to such indemnified party andclaim, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party investigation or Proceeding was not required. The Indemnifying Party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expensesnot, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: claim or any Proceeding resulting therefrom, consent to entry of any judgment (aother than a judgment of dismissal on the merits without costs) no compromise or settlement thereof may be effected by except with the indemnifying party without written consent of the indemnified party’s consent Indemnified Party (which consent shall not be unreasonable unreasonably withheld, delayed or conditioned) unless: or enter into any settlement (except with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) Applicable Law and no adverse material effect on any other claims that may could reasonably be expected to be made against the indemnified party; and Indemnified Party, (ii) the sole relief provided is monetary damages that are paid in full for Losses (subject to the remaining Basket Amount, if any, which will be paid by Parent, but which payment does not exceed the indemnification limits set forth in this Agreement), and (iii) the settlement shall include the giving by the indemnifying party; (b) claimant or the indemnifying party shall have no liability with plaintiff to the Indemnified Party a release from all Liability in respect to any compromise such claim or settlement thereof effected without its consent (which litigation. If the Indemnifying Party assumes the defense of such claim, investigation or Proceeding resulting therefrom, the Indemnified Party shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party entitled to participate in the defense of such actionthe claim, but solely by observation and comment to the Indemnifying Party, and the counsel selected by the Indemnified Party shall not appear on its behalf in any Proceeding arising hereunder. If notice is given The Indemnified Party shall bear the fees and expenses of any additional counsel retained by it to an indemnifying party participate in its defense unless any of the commencement following shall apply: (i) the employment of any action and it does notsuch counsel shall have been authorized in writing by the Indemnifying Party, within fifteen days after or (ii) the indemnified partyIndemnifying Party’s notice is givenlegal counsel shall advise the Indemnifying Party in writing, give notice with a copy to the indemnified party of its election to assume the defense thereofIndemnified Party, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability conflict of interest that an would make it inappropriate under applicable standards of professional conduct to have common counsel. If clause (i) or (ii) in the immediately preceding sentence is applicable, then the Indemnified Party may employ separate counsel at the expense of the Indemnifying Party to represent the Indemnified Party, but in no event shall the Indemnifying Party be obligated to pay the costs and expenses of more than one such separate counsel for any one complaint, claim, action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to Proceeding in any one jurisdiction. If the indemnifying party, Indemnifying Party does not assume the exclusive right to defenddefense of any such claim by a Third Party or litigation resulting therefrom after receipt of notice from the Indemnified Party, compromise the Indemnified Party may defend against such claim or litigation in such manner as it reasonably deems appropriate. The Indemnified Party may not settle such actionclaim or litigation without the written consent of the Indemnifying Party, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its which consent (which shall not be unreasonably withheld). Each Party shall cooperate in good faith and in all respects with each Indemnifying Party and its representatives (including without limitation its counsel) in the investigation, negotiation, settlement, trial and/or defense of any Proceedings (and any appeal arising therefrom) or any claim. The Parties shall cooperate with each other in any notifications to and information requests of any insurers. No individual representative of any Person, or their respective Affiliates, shall be personally liable for any Loss or Losses under this Agreement, except as specifically agreed to by said individual representative.

Procedure for Indemnification. Promptly after receipt by If a party entitled to indemnification under this Agreement (an indemnified “Indemnitee”) asserts that a party of notice of the commencement of obligated to indemnify it under this Agreement (an “Indemnitor’”) has become obligated to such Indemnitee pursuant to this Agreement, or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnitor may become obligated to an Indemnitee hereunder, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, Indemnitee shall promptly give written notice to the indemnifying party Indemnitor. The Indemnitor agrees to defend, contest or otherwise protect the Indemnitee against any such suit, action, investigation, claim or proceeding at its sole cost and expense. The Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the commencement thereof, but Indemnitee’s choice and shall in any event cooperate with and assist the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except Indemnitor to the extent reasonably possible. If the defense of Indemnitor fails timely to defend, contest or otherwise protect against such action by suit, action, investigation, claim or proceeding, the indemnifying party is prejudiced thereby. In case Indemnitee shall have the right to do so, including, without limitation, the right to make any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement compromise or settlement thereof, and the indemnifying party Indemnitee shall be entitled to participate therein andrecover the entire cost thereof from the Indemnitor, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding. The parties shall in no case settle or compromise the other’s claim or consent to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party entry of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expensesjudgment, in each either case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs solely for money damages, without the prior written consent of investigationthe other party if such settlement, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of judgment would adversely affect the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)continuing manner.

Procedure for Indemnification. Promptly Each party indemnified under paragraph (a) or (b) of Section 6.03 shall, promptly after receipt by an indemnified party of notice of the commencement of any action, action against such indemnified party shall, if a claim in respect thereof is to of which indemnity may be made against an indemnifying partysought, give notice to notify the indemnifying party in writing of the commencement thereof, but the failure . The omission of any indemnified party so to notify an indemnifying party of any such action shall not relieve the indemnifying party shall not relieve it of from any liability that in respect of such action which it may have to any such indemnified party except to on account of the extent the defense indemnity agreement contained in paragraphs (a) or (b) of such action by Section 6.03, unless the indemnifying party is was prejudiced therebyby such omission, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party. In case any such action shall be brought against an any indemnified party and it shall give notice to the notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof thereof, with counsel reasonable satisfactory in any case to such indemnified party and, after notice from TDS. If the indemnifying party so assumes the defense thereof, it may not agree to any settlement of such action as the result of which any remedy or relief, other than monetary damages for which the indemnifying party shall be responsible hereunder, shall be applied to or against the indemnified party, without the prior written consent of the indemnified party. If the indemnifying party of its election so to does not assume the defense thereof, it shall be bound by any settlement to which the indemnified party agrees, irrespective of whether the indemnifying party shall not be liable to such indemnified party under such section for consents thereto. If any fees settlement of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be claim is effected by the indemnifying party without the indemnified party’s consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably cooperate with the indemnifying party in the defense of such action. If notice is given prior to an indemnifying party of the commencement of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereofrelating thereto, the indemnifying party shall be bound by thereby only if it has consented in writing thereto. In any determination made in such action or any compromise or settlement thereof effected by hereunder, the indemnified party. Notwithstanding party shall continue to be entitled to participate in the foregoingdefense thereof, with counsel satisfactory to TDS, even if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying partyparty has assumed the defense thereof, assume the exclusive right to defend, compromise or settle such action, but and the indemnifying party shall not be bound by any determination relieved of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)the obligation hereunder to reimburse the indemnified party for the costs thereof.

Procedure for Indemnification. Promptly after receipt In the event that any party hereto ----------------------------- shall incur (or reasonably anticipate that it may incur in the case of third party claims) any Damages in respect of which indemnity may be sought by an such party pursuant to this Section XI or any other provision of this Agreement, the party indemnified hereunder (the "Indemnitee") shall notify the party of notice of providing indemnification (the commencement "Indemnitor") promptly; provided, however, that any delay or failure to notify any Indemnitor of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of from any liability that it may have to any indemnified party except to the extent that the Indemnitor demonstrates that the defense of such action is prejudiced by such delay or failure to notify. No claim for indemnification shall be made by the indemnifying party is prejudiced thereby. In case any such action Indemnitee unless and until the aggregate Damages for all claims for indemnification then or previously made by the Indemnitee shall be brought against an indemnified party and it shall give notice to have exceeded $5,000, at which time the indemnifying party of the commencement thereof, the indemnifying party Indemnitee shall be entitled to participate therein andindemnification for all Damages, to the extent that it shall wish, to assume the defense thereof with counsel reasonable satisfactory without regard to such indemnified $5,000 threshold. In the case of third party andclaims, after the Indemnitor shall, within 15 days of receipt of notice from of such claim, notify the indemnifying party to such indemnified party Indemnitee of its election so intention to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense of such an action: (a) no compromise or settlement thereof may be effected by claim. If the indemnifying party without Indemnitor shall assume the indemnified party’s consent (which defense of the claim, the Indemnitor shall not be unreasonable withheld) unless: have the right and obligation (i) there is no finding to conduct any proceedings or admission of any violation of law negotiations in connection therewith and necessary or any violation of appropriate to defend the rights of any person which is not fully remedied by the payment referred to in clause; Indemnitee, (ii) no adverse effect on to take all other required steps or proceedings to settle or defend any other such claims and (iii) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. If defendants in any action include the Indemnitee and the Indemnitor, and the Indemnitee shall have been advised by its counsel that there may be legal defenses available to the Indemnitee which are different from or in addition to those available to the Indemnitor, the Indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the Indemnitor. If the Indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the Indemnitee may defend against any such claim or litigation in an appropriate manner; provided, however, that the Indemnitee may not settle any such claim or -------- ------- litigation without the prior written consent of the Indemnitor, which may not be unreasonably withheld if the Indemnitor receives a full release as a part of such settlement. Payment of Damages shall be made against within 10 days of a final determination of a claim. A final determination of a disputed claim shall be (i) a judgment of any court determining the indemnified party; and validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (ii) an award of any arbitration determining the sole relief provided validity of such disputed claim, if there is monetary damages that are paid in full by not pending any motion to set aside such award or if the indemnifying party; time within which to move to set such award aside has elapsed, (biii) a written termination of the indemnifying party shall have no liability dispute with respect to any compromise such claim signed by all of the parties thereto or settlement thereof effected without its consent their attorneys, (which iv) a written acknowledgement of the Indemnitor that it no longer disputes the validity of such claim, or (v) such other evidence of final determination of a disputed claim as shall not be reasonably withheld); acceptable to the parties. It is understood and (cagreed that the Shareholder shall have complete authority and responsibility for the conduct of the litigation described in Schedule II(I) of the indemnified party will reasonably cooperate with Company Disclosure Schedule, that the indemnifying party in Shareholder shall conduct such litigation at the Shareholder's sole cost and expense and that the Shareholder hereby assumes the defense of any claim asserted against the Purchaser, the Company or any of its subsidiaries in connection therewith. Any recovery in such action. If notice is given to an indemnifying party litigation by way of damages, settlement or otherwise by the commencement Shareholder, the Company or any of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice its subsidiaries shall be paid over immediately to the indemnified party of its election to assume the defense thereof, the indemnifying party Shareholder and shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated other than as a result of monetary damages, such indemnified party may, by notice belong to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld)Shareholder.