Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01, such Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.

Procedure for Indemnification. In case Promptly upon receipt of notice of any claim, demand or assessment or the commencement of any suit, demand, action or proceeding (including any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is may be sought pursuant to Section 2.01the terms of this Agreement, the party seeking indemnification (the “Indemnitee”) will use its best efforts to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the Indemnitor to respond to such Indemnified Party shall claim or answer or otherwise plead in such action. Except to the extent that the Indemnitor is prejudiced thereby, the omission of the Indemnitee to promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request Indemnitor of any such claim or action shall not relieve the Indemnified Party, shall acknowledge its obligation, subject Indemnitor from any liability which it may have to the terms hereofIndemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced against the Indemnitee, the Indemnitor will be entitled to indemnify participate therein, and to the Indemnified Party in writing and shall retain extent it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnified Party to represent Indemnitee. After notice from the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject Indemnitor to the terms hereofIndemnitee of its election to assume the defense, to indemnify in writing conduct, or fails to retain such counsel within a reasonable period of time after such notice was givensettlement thereof, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall Indemnitor will not be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed liable to the retention of such counsel Indemnitee for any legal or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties other expenses consequently incurred by the same counsel would be inappropriate due to actual Indemnitee in connection with the defense, conduct or potential differing interests between themsettlement thereof. It is understood that The Indemnitee will cooperate with the Indemnifying Party shall not, Indemnitor in connection with any proceeding such claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or related proceedings in settlement of any claim, demand or assessment, the same jurisdictionIndemnitee will not settle such claim, demand or assessment without the prior written consent of the Indemnitor, which consent shall not be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredunreasonably withheld.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against involving any Indemnified Party Person in respect of which indemnity is may be sought pursuant to Section 2.014.01 or 4.02, such Person (hereinafter called the “Indemnified Party Party”) shall promptly notify the applicable person against whom such indemnity may be sought (hereinafter called the “Indemnifying Party Party”) in writing. The Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after as and when such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against involving any Indemnified Party Person in respect of which indemnity is may be sought pursuant to Section 2.014.01 or 4.02, such Person (hereinafter called the "Indemnified Party Party") shall promptly notify the applicable person against whom such indemnity may be sought (hereinafter called the "Indemnifying Party Party") in writing. The Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after as and when such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01, such Indemnified Party shall promptly notify the applicable Indemnifying Party Program Lender in writing. The Indemnifying PartyProgram Lender, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party Program Lender may designate in such proceeding and the Indemnifying Party Program Lender shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party Program Lender fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying PartyProgram Lender. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party Program Lender and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party Program Lender and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party Program Lender shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against any Indemnified Party Notwithstanding anything to the contrary in respect of which indemnity this Servicing Agreement, in the event that a Person is sought entitled to indemnification pursuant to Section 2.01the terms of this Servicing Agreement, such Person (hereinafter called the "Indemnified Party Party") shall promptly notify the applicable person against whom such indemnity may be sought (hereinafter called the "Indemnifying Party Party") in writing. The writing and the Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party or, at the Indemnified Party's option, such Indemnified Party may select its own counsel with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any 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 local counsel) for all such Indemnified PartiesParties (unless necessary because of conflicts of interest), and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Indemnified Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, 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 case any proceeding (including any governmental investigation) shall be instituted against any After receipt by an Indemnified Party in respect under Section 11.1 of which indemnity is sought pursuant to Section 2.01notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the applicable Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any 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 writing. The Indemnifying Party, upon request the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify Party for which the Indemnified Party in writing and has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall retain be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselindemnified party. If the Indemnifying Party fails Member elects to acknowledge its obligationassume the defense of such action, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain employ separate counsel at its own counsel, expense and to participate in the fees and expenses defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such counsel 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 PartyMember. In any such proceeding, any Indemnified Party shall have If the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence action is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include asserted against both the Indemnifying Party Member and the Indemnified Party and representation (a) there is a conflict of both parties by interests which renders it inappropriate for the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that represent both the Indemnifying Member and the Indemnified Party shall not, in connection with any proceeding or related proceedings (b) such action could reasonably be expected to result in the same jurisdictionimposition of criminal liability, the Indemnifying Member shall be liable responsible for paying for separate counsel for the reasonable fees indemnified party; provided, however, that if there is more than one Indemnified Party and expenses of 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 Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in addition full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any local counselcompromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) for all unless the Indemnifying Member has failed to defend such Indemnified Parties, and that all Party against such fees and expenses shall be reimbursed as they are incurredaction.

Procedure for Indemnification. In case Promptly after a party hereto (hereinafter the "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person") or the commencement of any action or proceeding by a Third Person, the Indemnified 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 of such claim or the commencement of such action or proceeding (including any governmental investigation) the "Notice"). The Notice shall be instituted against any Indemnified Party in respect state the nature and the basis of which indemnity is sought pursuant to Section 2.01, such Indemnified Party shall promptly notify claim and a reasonable estimate of the applicable Indemnifying Party in writingamount thereof. The Indemnifying Party, upon request after receipt of the Notice, shall defend and settle, at its own expense and by its own counsel, each such matter so long as the Indemnifying Party pursues the same diligently and in good faith and the claim does not involve injunctive or equitable relief or involve the possibility of criminal penalties. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records or information reasonably requested by the Indemnifying Party that are in the Indemnified Party's possession or control. Notwithstanding the foregoing, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain participate in any matter through counsel of its own counselchoosing at its own expense, provided that the Indemnifying Party's counsel shall always be lead counsel and shall determine all litigation and settlement steps, strategy and the fees like. After the Indemnifying Party has received the Notice, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability, except to the extent such participation is requested by the Indemnifying Party, in which event the Indemnified Party shall be reimbursed by the Indemnifying Party for reasonable additional legal expenses, out-of-pocket and allocable share of employee compensation incurred in connection with such participation for any employee whose participation is so requested. 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 injunctive or equitable relief or involves the possibility of criminal penalties, the Indemnified Party may undertake such defense through counsel of its choice and at the Indemnifying Party's expense. In each case where the Indemnifying Party is obligated to pay the costs and expenses of the Indemnified Party, the Indemnifying Party shall pay the costs and expenses of the Indemnified Party as such counsel shall be at costs and expenses are incurred. If the expense Indemnifying Party desires to accept a final and complete settlement of any such Third Person claim and the Indemnified Party refuses to consent to such settlement, then the Indemnifying Party. In any 's liability under this Section with respect to such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel Third Person claim shall be at limited to the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party amount so offered in settlement by said Third Person and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both reimburse the Indemnifying Party and the Indemnified Party and representation for any additional costs of both parties by the same counsel would be inappropriate due defense which it subsequently incurs with respect to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredclaim.

Procedure for Indemnification. In case the event that any proceeding person (including any governmental investigationan "Indemnified Party") shall be instituted against any Indemnified Party in respect of which indemnity entitled to indemnification under Section 7.1(a) or 7.1(b) is sought pursuant to Section 2.01seeking such indemnification, such Indemnified Party shall promptly notify the applicable Indemnifying indemnifying Party (the "Indemnitor") in writingwriting of the claim (and in reasonable detail); provided, however, that failure to give such notification shall not affect the indemnification to be provided hereunder except to the extent the Indemnitor shall have been actually prejudiced as a result of such failure. The Indemnifying Indemnitor shall manage and control, at its sole expense, the defense of the claim and its settlement. The Indemnified Party shall provide the Indemnitor, at the Indemnitor's cost, with reasonable assistance and relevant information to support the defense of any such claim. The Indemnitor shall not accept any settlement which imposes liability not covered by this indemnification or impose any obligation on, or otherwise adversely affect, the Indemnified Party or other Party without the prior written consent of such Indemnified Party or other Party, upon request as applicable. Nothing contained in this Section 7.2 shall oblige the Indemnified Party to take any action or steps in its own name in defending any claim, action or proceedings; however, the Indemnified Party, at is option and expense, may review and comment on the defense of any claim through its own counsel; provided that the Indemnitor shall be responsible for the fees and costs of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain 's counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless if: (a1) the preceding sentence is applicable, (b) the Indemnifying Party Indemnitor and the Indemnified Party shall have mutually agreed to the retention of such counsel counsel; (2) the Indemnified Party shall have reasonably concluded that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnitor; or (c3) the named parties to any such proceeding (including any the impleaded parties) include both the Indemnifying Party Indemnitor and the Indemnified Party Party, and representation of both parties by the same counsel would be inappropriate in the opinion of the Indemnified Party's counsel due to actual or potential differing interests between them; in any such case, one (1) firm of attorneys separate from the Indemnitor's counsel may be retained to represent the Indemnified Party at the Indemnitor's expense. It is understood that As the Indemnifying Parties intend complete indemnification, all costs and expenses incurred by an Indemnified Party shall not, in connection with any proceeding enforcement of Sections 7.1(a) or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counselb) for all such Indemnified Parties, and that all such fees and expenses shall also be reimbursed as they are incurredby the Indemnitor.

Procedure for Indemnification. In case Each party indemnified under subsection (a) or (b) of this Section 3.06 (the "Indemnified Party") shall, promptly after receipt of actual notice of any proceeding (including claim or the commencement of any governmental investigation) shall be instituted action against any such Indemnified Party in respect of which indemnity is sought pursuant may be sought, notify the party required to provide indemnification (the "Indemnifying Party") in writing of the claim or the commencement thereof, provided that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to an Indemnified Party on account of the indemnity agreement contained in subsection (a) or (b) of this Section 2.013.06, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. If any such claim or action shall be brought against an Indemnified Party, it shall notify the Indemnifying Party thereof and the Indemnifying Party shall promptly notify be entitled to participate therein, and, to the applicable Indemnifying Party in writing. The extent that it wishes, jointly with any other similarly notified Indemnifying Party, upon request of to assume the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to represent the Indemnified Party and any others of its election to assume the Indemnifying Party may designate in defense of such proceeding and claim or action, the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject not be liable (except to the terms hereofextent the proviso to this sentence is applicable, in which event it will be so liable) to indemnify the Indemnified Party under this Section 3.06 for any legal or other expenses subsequently incurred by the Indemnified Party in writing or fails to retain such counsel within a connection with the defense thereof other than reasonable period costs of time after such notice was given, then the investigation; provided that each Indemnified Party shall have the right to retain employ separate counsel to represent it and assume its own counseldefense (in which case, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and shall not represent it) if (i) upon the Indemnified Party shall have mutually agreed to advice of counsel, the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) in the event the Indemnifying Party has not assumed the defense thereof within 10 days of receipt of notice of such claim or commencement of action, and in which case the fees and expenses of one such separate counsel shall be paid by the Indemnifying Party. It is understood that the The Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that unless conflicting interests of the Indemnified Parties make the retention of one firm on behalf of all of them unreasonable. If any Indemnified Party employs such fees and expenses separate counsel it will not enter into any settlement agreement which is not approved by the Indemnifying Party, such approval not to be unreasonably withheld. If the Indemnifying Party so assumes the defense thereof, it may not agree to any settlement of any such claim or action as the result of which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be reimbursed responsible hereunder, shall be applied to or against the Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. In any action hereunder as they are incurredto 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. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

Procedure for Indemnification. Any Party entitled to indemnification under this Section 9 (an “Indemnified Party”) will give written notice to the indemnifying party (“Indemnifying Party”) of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 9 except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any action, proceeding (including any governmental investigation) shall be instituted or claim is brought against any an Indemnified Party in respect of which indemnity indemnification is sought pursuant to Section 2.01hereunder, such Indemnified the Indemnifying Party shall promptly notify be entitled to participate in and, unless in the applicable Indemnifying Party in writing. The Indemnifying Party, upon request reasonable judgment of the Indemnified Party, shall acknowledge its obligation, subject counsel to the terms hereof, to indemnify the Indemnified Party in writing a conflict of interest between it and shall retain the Indemnifying Party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to 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 thirty (30) days of receipt of any indemnification notice to represent notify, in writing, such 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 any others until the Indemnifying Party may designate elects in writing to assume and does so assume the defense of 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 pay furnish to the fees and disbursements of such counsel related Indemnifying Party all information reasonably available to the Indemnified Party, which relates to such proceeding, within a reasonable period action or claim. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to the status of time after such fees and disbursements are billed by such counselthe defense or any settlement negotiations with respect thereto. If the Indemnifying Party fails elects to acknowledge its obligation, subject to the terms hereof, to indemnify in writing defend any such action or fails to retain such counsel within a reasonable period of time after such notice was givenclaim, then the Indemnified Party shall have the right be entitled to retain participate in such defense with counsel of its own counsel, choice at its sole cost and the fees and expenses of such counsel shall be at the expense of the expense. The Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain not be liable for any settlement of any action, claim or proceeding affected without its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed prior written consent. Notwithstanding anything in this Section 9 to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that contrary, 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 connection with respect thereof which imposes any proceeding future obligation on the Indemnified Party or related proceedings 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 the same jurisdiction, respect of such claim. The indemnity agreements contained herein shall be liable for the reasonable fees and expenses of more than one separate firm (in addition to (a) any local counsel) for all such cause of action or similar rights of the Indemnified PartiesParty against the Indemnifying Party or others, and that all such fees and expenses shall (b) any liabilities the Indemnifying Party may be reimbursed as they are incurredsubject to.

Procedure for Indemnification. In If a KFIK Indemnitee or UGNX Indemnitee (as the case any proceeding (including any governmental investigationmay be, an “Indemnitee”) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant wishes to Section 2.01seek indemnification hereunder, such Indemnified Indemnitee shall inform the Party shall promptly notify obligated to indemnify the applicable Indemnitee hereunder (the “Indemnifying Party”) of the Third Party in writingclaim giving rise to the obligation to indemnify as soon as reasonably practicable after receiving Notice of such Third Party claim. The Indemnifying Party, upon request Party will have the right to assume and control the defense of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, any such Third Party claim for which it is obligated to indemnify the Indemnified Indemnitee under this Agreement. The Indemnitee will cooperate with the Indemnifying Party in writing (and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others its insurer) as the Indemnifying Party may designate in such proceeding reasonably request, and at the sole cost and expense of the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselParty. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall The Indemnitee will have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party, if representation of such Indemnitee by the counsel retained by the Indemnifying Party would be inappropriate because of actual or potential differences in the interests of such Indemnitee and any other Party represented by such counsel. In any such proceedingall other cases, any Indemnified Party shall the Indemnitee will have the right to retain participate in such defense, subject to the Indemnifying Party’s control, using its own counselcounsel at its own expense. The Indemnifying Party will have no obligation to indemnify any Indemnitee in connection with any settlement made without the Indemnifying Party’s prior written consent; provided that the Indemnifying Party does not unreasonably withhold or delay any such written consent. The Indemnifying Party shall seek the prior written consent of the Indemnitee for any settlement of a Third Party claim subject to indemnification hereunder (such consent to not be unreasonably withheld, but delayed or conditioned) if such settlement would materially diminish or materially adversely affect the fees and expenses scope, exclusivity or duration of any intellectual property licensed under this Agreement, would require any payment by such counsel Indemnitee, would require an admission of legal wrongdoing in any way on the part of an Indemnitee, or would affect an amendment of this Agreement (otherwise, no such consent shall be at required). If the expense Indemnifying Party does not assume and conduct the defense of such Indemnified the Third Party unless claim as provided above, (a) the preceding sentence is applicableIndemnitee may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the claim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party and will remain responsible to indemnify the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, Indemnitee as provided in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredthis Article 14.

Procedure for Indemnification. Any party entitled to ------------------------------- indemnification under this Article 9 (an "Indemnified Party") will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding (including any governmental investigation) shall be instituted or claim is brought against any an Indemnified Party in respect of which indemnity indemnification is sought pursuant hereunder, the indemnifying party shall be entitled to Section 2.01participate in and, such Indemnified Party shall promptly notify unless in the applicable Indemnifying Party in writing. The Indemnifying Party, upon request reasonable judgment of the Indemnified Party, shall acknowledge its obligation, subject counsel to the terms hereof, to indemnify the Indemnified Party in writing a conflict of interest between it and shall retain the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to represent notify, in writing, such 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 assume the defense of any others such claim, proceeding or action, the Indemnifying Party may designate in Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding and the Indemnifying shall be losses subject to indemnification hereunder. The Indemnified Party shall pay cooperate fully with the fees indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and disbursements of such counsel related shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such proceeding, within a reasonable period action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of time after such fees and disbursements are billed by such counselthe defense or any settlement negotiations with respect thereto. If the Indemnifying Party fails indemnifying party elects to acknowledge its obligation, subject to the terms hereof, to indemnify in writing defend any such action or fails to retain such counsel within a reasonable period of time after such notice was givenclaim, then the Indemnified Party shall have 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 for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the right contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to retain its own counselentry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, and as an unconditional term thereof, the fees and expenses giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such counsel claim. The indemnity agreements contained herein shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right in addition to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) any cause of action or similar rights of the preceding sentence is applicableIndemnified Party against the indemnifying party or others, and (b) any liabilities the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would indemnifying party may be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredsubject to.

Procedure for Indemnification. In If a Reata Indemnitee or a Kyowa Indemnitee (as the case any proceeding (including any governmental investigationmay be, an “Indemnitee”) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant wishes to Section 2.01seek indemnification hereunder, such Indemnified Indemnitee will inform the Party shall promptly notify obligated to indemnify the applicable Indemnitee hereunder (the “Indemnifying Party”) of the Third Party in writingclaim giving rise to the obligation to indemnify as soon as reasonably practicable after receiving Notice of such Third Party claim. The Indemnifying Party, upon request Party will have the right to assume and control the defense of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, any such Third Party claim for which it is obligated to indemnify the Indemnified Indemnitee under this Agreement. The Indemnitee will cooperate with the Indemnifying Party in writing (and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others its insurer) as the Indemnifying Party may designate in such proceeding reasonably request, and at the sole cost and expense of the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselParty. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall The Indemnitee will have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party, if representation of such Indemnitee by the counsel retained by the Indemnifying Party would be inappropriate because of actual or potential differences in the interests of such Indemnitee and any other Party represented by such counsel. In any such proceedingall other cases, any Indemnified Party shall the Indemnitee will have the right to retain participate in such defense, subject to the Indemnifying Party’s control, using its own counselcounsel at its own expense. The Indemnifying Party will have no obligation to indemnify any Indemnitee in connection with any settlement made without the Indemnifying Party’s prior written consent; provided, but that the fees Indemnifying Party does not unreasonably withhold or delay any such written consent. The Indemnifying Party shall seek the prior written consent of the Indemnified Party for any settlement of a Third Party claim subject to indemnification hereunder (such consent to not be unreasonably withheld, delayed or conditioned) if such settlement would materially diminish or materially adversely affect the scope, exclusivity or duration of any intellectual property licensed under this Agreement, would require any payment by such Indemnified Party, would require an admission of legal wrongdoing in any way on the part of an Indemnified Party, or would effect an amendment of this Agreement Specific terms in this exhibit have been redacted because confidential treatment for those terms has been requested. These redacted terms have been marked in this exhibit with three asterisks [***]. An unredacted version of this exhibit has been separately filed with the Securities and expenses of Exchange Commission. (otherwise, no such counsel consent shall be at required). If the expense Indemnifying Party does not assume and conduct the defense of such Indemnified the Third Party unless claim as provided above, (a) the preceding sentence is applicableIndemnitee may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the claim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party and will remain responsible to indemnify the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, Indemnitee as provided in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredthis ARTICLE XIV.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against any Notwithstanding anything to the contrary in this Servicing Agreement, in the event that an Indemnified Party in respect of which indemnity is sought entitled to indemnification pursuant to Section 2.01the terms of this Servicing Agreement, such Indemnified Party shall promptly notify the applicable Person against whom such indemnity may be sought (hereinafter called the “Indemnifying Party Party”) in writing. The writing and the Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party or, at the Indemnified Party’s option, such Indemnified Party may select its own counsel with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, to represent the Indemnified Party and any others the Indemnifying Indemnified Party may designate in such proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any 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 local counsel) for all such Indemnified PartiesParties (unless necessary because of conflicts of interest), and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Indemnified Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably 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 case Each party indemnified under this Section 5.9 shall, promptly after receipt of notice of any proceeding (including claim or the commencement of any governmental investigation) shall be instituted action against any Indemnified Party such indemnified party in respect of which indemnity is sought pursuant to Section 2.01may be sought, such Indemnified Party shall promptly notify the applicable Indemnifying Party indemnifying party in writing. The Indemnifying Party, upon request writing of the Indemnified Partyclaim or the commencement thereof; provided that the failure of the indemnified party to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to an indemnified party on account of the indemnity agreements contained in this Section 5.9, unless the indemnifying party was materially prejudiced by such failure, and in no event shall acknowledge its obligationrelieve the indemnifying party from any other liability which it may have to such indemnified party. If any such claim or action shall be brought against an indemnified party, subject it shall notify the indemnifying party thereof and the indemnifying party shall be entitled to participate therein and, to the terms hereofextent that it wishes, jointly with any other similarly notified indemnifying party, to indemnify assume the Indemnified Party in writing and shall retain defense thereof with counsel reasonably satisfactory to the Indemnified Party indemnified party. After notice from the indemnifying party to represent the Indemnified Party and any others indemnified party of its election to assume the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements defense of such counsel related to such proceedingclaim or action, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject indemnifying party shall not be liable (except to the terms hereofextent the proviso to this sentence is applicable, in which event it will be so liable) to indemnify the indemnified party under this Section 5.9 for any legal or other expenses subsequently incurred by the indemnified party in writing or fails to retain such counsel within a connection with the defense thereof other than reasonable period costs of time after such notice was given, then the Indemnified Party investigation; provided that each indemnified party shall have the right to retain employ separate counsel to represent it and assume its own defense (in which case, the indemnifying party shall not represent it) if, in the reasonable judgment of such indemnified party, (i) upon the advice of counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings (ii) in the same jurisdictionevent the indemnifying party has not assumed the defense thereof within 10 days of receipt of notice of such claim or commencement of action, be liable for and in which case the reasonable fees and expenses of more than one such separate firm (in addition counsel shall be paid by the indemnifying party. If any indemnified party employs such separate counsel it will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. If the indemnifying party so assumes the defense thereof, it may not agree to any local counsel) settlement of any such claim or action as the result of which any remedy or relief, other than monetary damages for all such Indemnified Parties, and that all such fees and expenses which the indemnifying party shall be reimbursed responsible hereunder, shall be applied to or against the indemnified party, without the prior written consent of the indemnified party. In any action hereunder as they are incurredto which the indemnifying party has assumed the defense thereof with counsel 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. If the indemnification provided for in this Section 5.9 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damages or liability, or any action in respect thereof, referred to therein, 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 of Registrable Securities 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, damages 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 (within the meaning of Section 12(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 case If any proceeding (including Person to be indemnified under this Article XII has suffered or incurred any governmental investigation) Losses with respect to which indemnification is to be sought hereunder, the indemnified party shall be so notify the party from whom indemnification is sought promptly in writing describing such Losses, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Losses. If a claim or demand by a third party is made against an indemnified party or any action at law or suit in equity is instituted against any Indemnified an indemnified party by a third party (each claim, demand, action or suit by a third party, a "Third Party in Claim"), and if an indemnified party intends to seek indemnity with respect of which indemnity is sought pursuant to Section 2.01thereto under this Article XII, such Indemnified Party indemnified party shall promptly notify the applicable Indemnifying indemnifying party in writing of such Third Party Claim setting forth such Third Party Claim in writingreasonable detail and tender to the indemnifying party the defense of such Third Party Claim. The Indemnifying Party, upon request failure of the Indemnified Partyindemnified party to give the indemnifying party prompt notice, to provide notice in the form required or tender the defense of a Third Party Claim as provided herein shall acknowledge not relieve the indemnifying party of any of its obligationobligations under this Article XII, subject except to the terms hereof, to indemnify extent that the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in indemnifying party is materially prejudiced by such proceeding and the Indemnifying Party shall pay the fees and disbursements failure. For 30 days after receipt of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If notice the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party indemnifying party shall have the right but not the obligation to retain undertake the conduct and control, through counsel of its own counselchoosing and at its own expense, of the settlement or defense of any Third Party Claim, and the indemnified party shall cooperate with the indemnifying party in connection therewith; provided, that if the indemnifying party elects to undertake the conduct and control of such settlement or defense, then the indemnified party may participate in such settlement or defense through counsel chosen by such indemnified party provided that the fees and expenses of such counsel shall be at borne by such indemnified party; provided, further, that pending the expense indemnifying party's decision whether to exercise its right to undertake the conduct and control of the Indemnifying Partysettlement or defense of any Third Party Claim, the indemnified party shall undertake, conduct and control the settlement or defense thereof, through counsel of its own choosing. In So long as the indemnifying party is reasonably contesting any such proceedingclaim in good faith, the indemnified party shall not pay or settle 34 any Indemnified such Third Party Claim. Notwithstanding the foregoing, the indemnified party shall have the right to retain its own counselpay or settle any such Third Party Claim; provided, but that in such event it shall waive any right to indemnity therefor by the fees and expenses indemnifying party. If the indemnifying party does not notify the indemnified party within 30 days after the receipt of such counsel shall be at the expense indemnified party's notice of such Indemnified a claim of indemnity hereunder in connection with a Third Party unless (a) Claim that it elects to undertake the preceding sentence is applicablesettlement or defense thereof, (b) the Indemnifying Party and the Indemnified Party indemnified party shall have mutually agreed the right to conduct and control the retention of such counsel defense thereof and to contest, settle or (c) compromise the named parties Third Party Claim but shall not thereby waive any right to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due indemnity therefor pursuant to actual or potential differing interests between themthis Agreement. It is understood that the Indemnifying Party The indemnifying party shall not, except with the consent of the indemnified party, enter into any settlement or consent to entry of any judgment unless: (i) such settlement or judgment includes as an unconditional term thereof the giving by the person or persons asserting such claim to all indemnified parties an unconditional release from all liability with respect to such claim and (ii) the relief provided in connection with any proceeding such settlement or related proceedings in judgment effected by the same jurisdiction, be liable for indemnifying party is satisfied entirely by the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredindemnifying party.

Procedure for Indemnification. In case The following provisions shall apply to any proceeding (including any governmental investigation) shall Claims for which an Indemnifying Party may be instituted against any obligated to indemnify an Indemnified Party pursuant to this Agreement: (a) upon receipt from a third party by the Indemnified Party of notice of a Claim or the Indemnified party becoming aware of a Claim in respect of which indemnity is sought pursuant the Indemnified Party proposes to Section 2.01demand indemnification from the Indemnifying Party, such the Indemnified Party shall promptly notify give notice to that effect to the applicable Indemnifying Party with reasonable promptness, provided that failure to give such notice shall not relieve an Indemnifying Party from any liability it may have to the Indemnified Party except to the extent that the Indemnifying Party is prejudiced thereby; (b) in writing. The the case of Claims arising from third parties, the Indemnifying PartyParty shall have the right by notice to the Indemnified party not later than thirty (30) days after receipt of the notice described in paragraph (i) above to assume the control of the defense, upon request compromise or settlement of the Claims, provided that such assumption shall, by its terms, be without costs to the Indemnified Party and the Indemnifying Party shall at the Indemnified Party's request furnish it with reasonable security against any costs or other liabilities to which it may be or become exposed by reason of such defense, compromise or settlement; (c) upon the assumption of control by the Indemnifying Party as aforesaid, the Indemnifying Party shall acknowledge diligently proceed with the defense, compromise or settlement of the Claims at its obligationsole expense, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain including employment of counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate and, in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceedingconnection therewith, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counselco-operate fully, and the fees and expenses of such counsel shall be but at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnifying Party are necessary to enable the Indemnifying Party to conduct such defense; provided always that the Indemnified Party shall have mutually agreed be entitled to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both reasonable security from the Indemnifying Party for the expense, costs of other liabilities to which it may be or may become exposed by reason of such co-operation; (d) the final determination of any such Claims arising from third parties, including all related costs and expenses, will be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be of such Claims against the Indemnifying Party hereunder; and (e) should the Indemnifying Party fail to give notice to the Indemnified Party as provided in paragraph (ii) above, the Indemnified Party shall be entitled to make such settlement of the Claims as in its sole discretion may appear advisable, and representation such settlement or any other final determination of both parties by the same counsel would Claims shall be inappropriate due to actual or potential differing interests between them. It is understood that binding upon the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.Party. ARTICLE VIII

Procedure for Indemnification. In case Promptly upon receipt of notice of any claim, demand or assessment or the commencement of any suit, demand, action or proceeding (including any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is may be sought pursuant to Section 2.01the terms of this Agreement, the party seeking indemnification (the “Indemnitee”) will use its best efforts to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the Indemnitor to respond to such Indemnified Party shall claim or answer or otherwise plead in such action. Except to the extent that the Indemnitor is prejudiced thereby, the omission of the Indemnitee to promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request Indemnitor of any such claim or action shall not relieve the Indemnified Party, shall acknowledge its obligation, subject Indemnitor from any liability which it may have to the terms hereofIndemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced against the Indemnitee, the Indemnitor will be entitled to indemnify participate therein, and to the Indemnified Party in writing and shall retain extent it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnified Party to represent Indemnitee. After notice from the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject Indemnitor to the terms hereofIndemnitee of its election to assume the defense, to indemnify in writing conduct, or fails to retain such counsel within a reasonable period of time after such notice was givensettlement thereof, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall Indemnitor will not be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed liable to the retention of such counsel Indemnitee for any legal or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties other expenses consequently incurred by the same counsel would be inappropriate due to actual Indemnitee in connection with the defense, conduct or potential differing interests between themsettlement thereof. It is understood that The Indemnitee will cooperate with the Indemnifying Party shall not, Indemnitor in connection with any proceeding such claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or related proceedings settlement of any claim, demand or assessment, the Indemnitee will not settle such claim, demand or assessment without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld. No Indemnitor shall, without the specific written consent of the Indemnitee, enter into a settlement, compromise a claim, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in connection with which indemnification may be sought hereunder (whether or not the same jurisdictionIndemnitee is an actual or potential party to such action or claim) unless such settlement, be liable for compromise or judgment (a) includes an unconditional release of the reasonable fees Indemnitee from all liability arising out of such action or claim and expenses (b) does not include any statement as to or an admission of more than one separate firm (in addition fault, culpability or a failure to act, by or on behalf of any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredIndemnitee.

Procedure for Indemnification. In case The following provisions shall apply to any proceeding (including any governmental investigation) shall Claims for which an Indemnifying Party may be instituted against any obligated to indemnify an Indemnified Party pursuant to this Agreement: (a) upon receipt from a third party by the Indemnified Party of notice of a Claim or the Indemnified party becoming aware of a Claim in respect of which indemnity is sought pursuant the Indemnified Party proposes to Section 2.01demand indemnification from the Indemnifying Party, such the Indemnified Party shall promptly notify give notice to that effect to the applicable Indemnifying Party with reasonable promptness, provided that failure to give such notice shall not relieve an Indemnifying Party from any liability it may have to the Indemnified Party except to the extent that the Indemnifying Party is prejudiced thereby; (b) in writing. The the case of Claims arising from third parties, the Indemnifying PartyParty shall have the right by notice to the Indemnified party not later than thirty (30) days after receipt of the notice described in paragraph (i) above to assume the control of the defense, upon request compromise or settlement of the Claims, provided that such assumption shall, by its terms, be without costs to the Indemnified Party and the Indemnifying Party shall at the Indemnified Party's request furnish it with reasonable security against any costs or other liabilities to which it may be or become exposed by reason of such defense, compromise or settlement; (c) upon the assumption of control by the Indemnifying Party as aforesaid, the Indemnifying Party shall acknowledge diligently proceed with the defense, compromise or settlement of the Claims at its obligationsole expense, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain including employment of counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate and, in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceedingconnection therewith, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counselco-operate fully, and the fees and expenses of such counsel shall be but at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnifying Party are necessary to enable the Indemnifying Party to conduct such defense; provided always that the Indemnified Party shall have mutually agreed be entitled to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both reasonable security from the Indemnifying Party for the expense, costs of other liabilities to which it may be or may become exposed by reason of such co-operation; (d) the final determination of any such Claims arising from third parties, including all related costs and expenses, will be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be of such Claims against the Indemnifying Party hereunder; and (e) should the Indemnifying Party fail to give notice to the Indemnified Party as provided in paragraph (ii) above, the Indemnified Party shall be entitled to make such settlement of the Claims as in its sole discretion may appear advisable, and representation such settlement or any other final determination of both parties by the same counsel would Claims shall be inappropriate due to actual or potential differing interests between them. It is understood that binding upon the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredParty.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against involving any Indemnified Party Person in respect of which indemnity is may be sought pursuant to Section 2.014.01 or 4.02, such Person (hereinafter called the “Indemnified Party Party”) shall promptly notify the applicable person against whom such indemnity may be sought (hereinafter called the “Indemnifying Party Party”) in writing. The Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after as and when such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. SECTION 4.04.

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 party 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. In case any proceeding (including any governmental investigation) such action shall be instituted brought against any Indemnified Party in respect of which indemnity is sought pursuant an indemnified party and it shall give written notice to Section 2.01, such Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request indemnifying party of the Indemnified Partycommencement thereof, the indemnifying party shall acknowledge its obligationbe entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, subject to the terms hereofprovisions of this Section, to indemnify the Indemnified Party in writing and shall retain with counsel reasonably satisfactory to such indemnified party, and after written notice from the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related indemnifying party to such proceedingindemnified party of the indemnifying party's election so to assume the defense thereof, within a reasonable period of time after the indemnifying party shall not be liable to such fees and disbursements are billed indemnified party under such Section 9.2 or 9.3 for any legal or other expenses subsequently incurred by such counselindemnified party in connection with the defense thereof, other than reasonable costs of investigation. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party The indemnified party shall have the right to retain its own counsel, and the fees and expenses of such employ separate counsel shall be at the expense of the Indemnifying Party. In in any such proceeding, any Indemnified Party shall have action and to participate in the right to retain its own counseldefense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of such Indemnified Party unless action with counsel reasonably satisfactory to the indemnified party; provided, however, that the fees and expenses of the indemnified party's counsel shall be at the expense of the indemnifying party if (ai) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention employment of such counsel has been specifically authorized in writing by the indemnifying party or (cii) the named parties to any such proceeding action (including any impleaded parties) include both the Indemnifying Party indemnified party and the Indemnified Party indemnifying party and representation such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood such action on behalf of such indemnified party, it being understood, however, that the Indemnifying Party indemnifying party shall not, in connection with any proceeding one such action or separate but substantially similar or related proceedings actions in the same jurisdictionjurisdiction 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 for the indemnified party, which firm shall be designated in writing by the indemnified party). If the indemnifying party elects to assume the defense of such 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 unreasonably withheld) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in addition full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any local counsel) for all such Indemnified Partiescompromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any action and it does not, and that all such fees and expenses within ten days after the indemnified party's notice is given, give notice to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnifying party shall be reimbursed bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing provisions of this Section, if an indemnified party determines in good faith that there is a reasonable probability that an action may adversely affect it or its affiliates other than as they are incurreda 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). It is further agreed that (i) any amounts to which an indemnified party is entitled under this Article IX shall be paid by the indemnifying party upon request and (ii) upon its receipt of any amount paid by an indemnifying party pursuant to this Article IX the indemnified party shall deliver to the indemnifying party such documents as it may reasonably request assigning to the indemnifying party any and all rights the indemnified party may have against third parties with respect to the claim for which indemnification is being received.

Procedure for Indemnification. In case Promptly after a party hereto (hereinafter the "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person" or the commencement of any action or proceeding by a Third Person, the Indemnified 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 of such claim or the commencement of such action or proceeding (including any governmental investigation) the "Notice"). The Notices shall be instituted against any Indemnified Party in respect state the nature and the basis of which indemnity is sought pursuant to Section 2.01, such Indemnified Party shall promptly notify claim and a reasonable estimate of the applicable Indemnifying Party in writingamount thereof. The Indemnifying Party, upon request after receipt of the Notice, shall defend and settle, at its own expense and by its own counsel, each such matter so long as the Indemnifying Party pursues the same diligently and in good faith and the claim does not involve injunction or equitable relief or involve criminal penalties. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records or information reasonably requested by the Indemnifying Party that are in the Indemnified Party's possession or control. Notwithstanding the foregoing, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain participate in any matter through counsel of its own counselchoosing at its own expense, provided that the Indemnifying Party's counsel shall always be lead counsel and shall determine all litigation and settlement steps, strategy and the fees like. After the Indemnifying Party has received the Notice, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability, except to the extent such participation is requested by the Indemnifying Party, in which event the Indemnified Party shall be reimbursed by the Indemnifying Party for reasonable additional legal expenses, out-of-pocket and allocable share of employee compensation incurred in connection with such participation for any employee whose participation is so requested. 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, the Indemnified Party may undertake such defense through counsel of its choice and at the Indemnifying Party's expense. In each case where the Indemnifying Party is obligated to pay the costs and expenses of the Indemnified Party, the Indemnifying Party shall pay the costs and expenses of the Indemnified Party as such counsel shall be at costs and expenses are incurred. If the expense Indemnifying Party desires to accept a final and complete settlement of any such Third Person claim and the Indemnified Party refuses to consent to such settlement, then the Indemnifying Party. In any 's liability under this Section with respect to such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel Third Person claim shall be at limited to the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party amount so offered in settlement by said Third Person and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both reimburse the Indemnifying Party and the Indemnified Party and representation for any additional costs of both parties by the same counsel would be inappropriate due defense which it subsequently incurs with respect to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredclaim.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01, such Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. 2.03.

Procedure for Indemnification. In case (a) With respect to any proceeding (including indemnification claim made under Section 10.1, 10.2 or 10.3 hereof, subject to the last sentence of this Section 10.4, any governmental investigation) indemnifying party shall be instituted against promptly, upon demand, reimburse any Indemnified Party in respect of for, as incurred, or pay any Losses and Related Expenses as to which an indemnifying party has agreed to indemnity is sought an Indemnified Party pursuant to Section 2.01, such this Article 10. The Indemnified Party shall promptly notify in writing the applicable Indemnifying Party indemnifying party of any known claim for payment of any Losses or Related Expenses (regardless of the provisos set forth in writingSection 10.1). The Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain employ counsel of its own counselchoice reasonably satisfactory to the indemnifying party and conduct the defense and settlement relating to any Loss (regardless of the provisos set forth in Sections 10.1 and 10.2) that is the subject of any cause of action or proceeding between or among Hallador, the Partnership or any LP Investor or any of its Indemnified Parties, on the one hand, and a third party, on the other hand (regardless of who is the Indemnified Party), and Hallador, the Partnership or the LP Investors, as the case may be, shall reasonably cooperate therewith, which costs and expenses shall be paid by the indemnifying party upon demand therefor by the Indemnified Party. In addition, any indemnifying party shall indemnify and hold harmless the Indemnified Parties from any and all reasonable legal expenses incurred by the Indemnified Parties in connection with enforcing their rights to indemnity under this Article I as Related Expenses; provided, however, that, in the case of any claim for indemnity (i) by the Partnership, any LP Investor or one of their Indemnified Parties pursuant to Section 10.1, or (ii) by the Partnership, Hallador, Production or one of their respective Indemnified Parties pursuant to Section 10.2 (in each case, the "Instituting Party") in respect of, in each case, a claim instigated by such Instituting Party (and not as a result of a claim made by any third party), it is agreed that if the indemnifying party disputes any such claim for indemnity the fees and expenses of counsel employed by such counsel shall Instituting Party need not be at paid on demand by the expense of indemnifying party until such time as either the Indemnifying Party. In any such proceeding, any Indemnified Party shall have dispute is resolved between the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Instituting Party and the Indemnified Party shall have mutually agreed to the retention of such counsel indemnifying party or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties an arbitral decision is obtained by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.Instituting Party,

Procedure for Indemnification. In case The following provisions shall apply to any proceeding (including any governmental investigation) shall Claims for which an Indemnifying Party may be instituted against any obligated to indemnify an Indemnified Party pursuant to this Agreement: i. upon receipt from a third party by the Indemnified Party of notice of a Claim or the Indemnified party becoming aware of a Claim in respect of which indemnity is sought pursuant the Indemnified Party proposes to Section 2.01demand indemnification from the Indemnifying Party, such the Indemnified Party shall promptly notify give notice to that effect to the applicable Indemnifying Party with reasonable promptness, provided that failure to give such notice shall not relieve an Indemnifying Party from any liability it may have to the Indemnified Party except to the extent that the Indemnifying Party is prejudiced thereby; ii. in writing. The the case of Claims arising from third parties, the Indemnifying PartyParty shall have the right by notice to the Indemnified party not later than thirty (30) days after receipt of the notice described in paragraph (i) above to assume the control of the defense, upon request compromise or settlement of the Claims, provided that such assumption shall, by its terms, be without costs to the Indemnified Party and the Indemnifying Party shall at the Indemnified Party's request furnish it with reasonable security against any costs or other liabilities to which it may be or become exposed by reason of such defense, compromise or settlement; iii. upon the assumption of control by the Indemnifying Party as aforesaid, the Indemnifying Party shall acknowledge diligently proceed with the defense, compromise or settlement of the Claims at its obligationsole expense, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain including employment of counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate and, in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceedingconnection therewith, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counselco-operate fully, and the fees and expenses of such counsel shall be but at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnifying Party are necessary to enable the Indemnifying Party to conduct such defense; provided always that the Indemnified Party shall have mutually agreed be entitled to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both reasonable security from the Indemnifying Party for the expense, costs of other liabilities to which it may be or may become exposed by reason of such co-operation; iv. the final determination of any such Claims arising from third parties, including all related costs and expenses, will be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be of such Claims against the Indemnifying Party hereunder; and v. should the Indemnifying Party fail to give notice to the Indemnified Party as provided in paragraph (ii) above, the Indemnified Party shall be entitled to make such settlement of the Claims as in its sole discretion may appear advisable, and representation such settlement or any other final determination of both parties by the same counsel would Claims shall be inappropriate due to actual or potential differing interests between them. It is understood that binding upon the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredParty. 9.

Procedure for Indemnification. In case If any proceeding Person shall claim indemnification (including the "Indemnified Party") hereunder for any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01claim other than a third party claim, such the Indemnified Party shall promptly notify give written notice to the applicable Party from whom indemnification is sought (the "Indemnifying Party") of the nature and amount of the claim. If an Indemnified Party shall claim indemnification hereunder arising from any claim or demand of a third party, the 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 writingdetail. The Indemnifying PartyParty shall have the right to compromise or, upon request 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 acknowledge its obligationpromptly (and in any event, subject to no later than thirty (30) days after receipt of the terms hereof, to indemnify Written Notice) notify the Indemnified Party in writing and shall retain counsel reasonably satisfactory of its intention to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counseldo so. If the Indemnifying Party fails to acknowledge notify the Indemnified Party of its obligationintent to undertake the compromise or defense of such claim or demand, subject or notifies the Indemnified Party that it does not intend to the terms hereof, to indemnify in writing or fails to retain undertake such counsel within a reasonable period of time after such notice was givenactions, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be may do so at the expense of the Indemnifying Party. In The Parties shall fully cooperate in the defense or compromise of any such proceedingindemnified claim or demand. After the assumption of the defense by the Indemnifying Party, the Indemnifying Party shall not be liable for any legal or other expenses subsequently incurred by the Indemnified Party shall have the right to retain its own counselin connection with such defense, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) may participate in such defense at its own expense. No settlement of a third party claim or demand defended by the Indemnifying Party and shall be made without the written consent of the Indemnified Party shall have mutually agreed Party, such consent not to the retention of such counsel be unreasonably withheld or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themdelayed. It is understood that the The Indemnifying Party shall not, except with written consent of the Indemnified Party, 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 Indemnified Party of an unconditional release from all liability in connection with any proceeding respect of such third party claim or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurreddemand.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against any Any Indemnified Party in respect wishing to claim indemnification under Section 10(b), upon learning of which indemnity is sought pursuant to Section 2.01any such claim, such Indemnified Party action, suit, proceeding or investigation, shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request of but the Indemnified Party, failure to so notify shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others not relieve the Indemnifying Party of any liability it may designate in have to such proceeding and Indemnified Party if such failure does not materially prejudice the Indemnifying Party shall pay Party. In the fees and disbursements event of any such counsel related to such proceedingclaim, within a reasonable period of time action, suit, proceeding or investigation (whether arising before or after such fees and disbursements are billed by such counsel. If the Effective Time), (i) the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to assume the defense thereof and the Indemnifying Party shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to assume such defense or counsel for the Indemnified Parties, and advises that there are issues which raise conflicts of interest between the Indemnifying Party and the Indemnified Parties, the Indemnified Parties may retain its own counselcounsel which is reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall pay, promptly as statements therefor are received, the reasonable fees and expenses of such counsel shall be at for the expense Indemnified Parties (which may not exceed one firm in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest) in accordance with the Indemnifying Party. In obligations set forth in Section 10(b) hereof, (ii) the Indemnified Parties will cooperate in the defense of any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicablematter, (biii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent and the Indemnified Party shall have mutually agreed to the retention of such counsel or (civ) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings have no obligation hereunder in the same jurisdiction, be liable for the reasonable fees and expenses event a federal banking agency or a court of more than one separate firm (in addition to any local counsel) for all such Indemnified Partiescompetent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that all such fees and expenses shall be reimbursed as they are incurred.indemnification of an Indemnified Party in the manner contemplated hereby is prohibited by applicable law. --23-- (d)

Procedure for Indemnification. Any party entitled to indemnification under this Section 10 (an "Indemnified Party") will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 10 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding (including any governmental investigation) shall be instituted or claim is brought against any an Indemnified Party in respect of which indemnity indemnification is sought pursuant hereunder, the indemnifying party shall be entitled to Section 2.01participate in and, such Indemnified Party shall promptly notify unless in the applicable Indemnifying Party in writing. The Indemnifying Party, upon request reasonable judgment of the Indemnified Party, shall acknowledge its obligation, subject counsel to the terms hereof, to indemnify the Indemnified Party in writing a conflict of interest between it and shall retain the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to 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 represent notify, in writing, such 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 assume the defense of any others such claim, proceeding or action, the Indemnifying Party may designate in Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding and the Indemnifying shall be losses subject to indemnification hereunder. The Indemnified Party shall pay cooperate fully with the fees indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and disbursements of such counsel related shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such proceeding, within a reasonable period action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of time after such fees and disbursements are billed by such counselthe defense or any settlement negotiations with respect thereto. If the Indemnifying Party fails indemnifying party elects to acknowledge its obligation, subject to the terms hereof, to indemnify in writing defend any such action or fails to retain such counsel within a reasonable period of time after such notice was givenclaim, then the Indemnified Party shall have 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 for any settlement of any action, claim or proceeding effected without its prior written consent. Notwithstanding anything in this Section 10 to the right contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to retain its own counsel, and the fees and expenses entry of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, judgment in respect thereof which imposes any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and future obligation on the Indemnified Party shall have mutually agreed or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would a release from all liability in respect of such claim. The indemnity agreements contained herein shall be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to (i) any local counsel) for all such cause of action or similar rights of the Indemnified PartiesParty against the indemnifying party or others, and that all such fees and expenses shall (ii) any liabilities the indemnifying party may be reimbursed as they are incurredsubject to.

Procedure for Indemnification. In case any proceeding If a complaint, claim or legal action, other than tax audits for which the exclusive remedy is set forth in Section 12 above, is brought or made by a third party (including any governmental investigation“Third Party Claim”) shall be instituted against any as to which WRI or Investor is entitled to indemnification hereunder (“Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01Party”), such the Indemnified Party shall give written notice of such Third Party Claim to the indemnifying party (“Indemnifying Party”) promptly notify after the applicable Indemnified Party receives notice thereof, which notice shall include a copy of any letter, complaint or similar writing received by the Indemnified Party; provided, however, that any failure to provide, or delay in providing, such notification shall not constitute a bar or defense to indemnification except to the extent the substantive rights of Indemnifying Party in writinghave been prejudiced thereby. The Indemnifying Party, upon request Party shall have the right to assume the defense of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified such Third Party in writing and shall retain Claim with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to represent the Indemnified Party and any others of the Indemnifying Party’s election so to assume the defense of such Third Party may designate in such proceeding and Claim, the Indemnifying Party shall pay not be liable to the fees and disbursements Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselThird Party Claim except as hereinafter provided. If the Indemnifying Party fails elects to acknowledge its obligationassume such defense and selects such counsel, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain may participate in such defense through its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own separate counsel, but the fees and expenses of such counsel shall be at borne by the expense of such Indemnified Party unless (ai) specifically agreed in writing by the preceding sentence is applicableIndemnifying Party, or (bii) counsel selected by the Indemnifying Party determines that, because of a conflict of interest between the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such Party, counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both for the Indemnifying Party and the Indemnified Party and representation of cannot adequately represent both parties by 41 in conducting the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that defense of such action (in which case the Indemnifying Party shall notnot have the right to direct the defense of such Third Party Claim on behalf of the Indemnified Party). The failure of the Indemnifying Party to notify an Indemnified Party of its election to defend such Third Party Claim within twenty-one (21) days after notice thereof was given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its rights to defend such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the obligations of the Indemnifying Party shall include taking all steps reasonably necessary in the defense of such Third Party Claim and holding the Indemnified Party harmless from and against any and all damages caused by or arising out of any settlement or any judgment in connection with such claim or litigation. The Indemnifying Party may not settle such Third Party Claim without the consent of the Indemnified Party, which consent shall not be unreasonably withheld, unless such settlement involves solely the payment of money and the giving of customary releases which will not disadvantage the Indemnified Party in any proceeding manner. If the Indemnifying Party does not assume the defense of such Third Party Claim in accordance with this Section 16.3, the Indemnified Party may defend against such claim or related proceedings litigation in such manner as it deems appropriate; provided, however, that the Indemnified Party may not settle such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of such settlement, or for the amount of any judgment rendered with respect to such Third Party Claim, and for all reasonable costs and expenses incurred by the Indemnified Party in the same jurisdictiondefense of such claim, be liable for subject to the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredlimitations on liability set forth herein.

Procedure for Indemnification. In case Each party entitled to indemnification under paragraph (a) or (b) of this SECTION 7 (the "INDEMNIFIED PARTY") shall, promptly after such Indemnified Party has knowledge of any proceeding (including claim or the commencement of any governmental investigation) shall be instituted action against any such Indemnified Party in respect of which indemnity is sought may be sought, notify the party required to provide indemnification (the "INDEMNIFYING PARTY") in writing of the claim or the commencement thereof; provided that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to an Indemnified Party pursuant to Section 2.01the provisions of this SECTION 7, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall such failure relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. If any such claim or action shall be brought against an Indemnified Party, it shall notify the Indemnifying Party thereof and the Indemnifying Party shall promptly notify be entitled to participate therein, and, to the applicable Indemnifying Party in writing. The extent that it wishes, jointly with any other similarly notified Indemnifying Party, upon request of to assume the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to represent the Indemnified Party and any others of its election to assume the Indemnifying Party may designate in defense of such proceeding and claim or action, the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject not be liable (except to the terms hereofextent the proviso to this sentence is applicable, in which event it will be so liable) to indemnify the Indemnified Party under this SECTION 7 for any legal or other expenses subsequently incurred by the Indemnified Party in writing or fails connection with the defense thereof other than reasonable costs of investigation prior to retain such counsel within a reasonable period of time after such notice was given, then the assumption; provided that each Indemnified Party shall have the right to retain employ separate counsel to represent it and assume its own counseldefense (in which case, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and shall not represent it) if (i) upon the Indemnified Party shall have mutually agreed to written advice of counsel, the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themthem (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party will not have the right to assume the defense of such claim or action on behalf of such Indemnified Party), or (ii) in the event the Indemnifying Party has not assumed the defense thereof within thirty (30) days of receipt of notice of such claim or commencement of action, in which case the fees and expenses of one such separate counsel shall be paid by the Indemnifying Party (and, in the event the Holders are an Indemnified Party, the Indemnifying Party shall, in such event, pay for one separate counsel for the Holders). It If any Indemnified Party employs such separate counsel it will not enter into any settlement agreement which is understood that not approved by the Indemnifying Party, such approval not to be unreasonably withheld or delayed. If the Indemnifying Party so assumes the defense thereof (and by so assuming shall be solely responsible for liabilities relating to such claim or action, and shall release the Indemnified Party from such liabilities to the extent permitted by law, except to the extent the Indemnified Party is not entitled to be indemnified pursuant to this SECTION 7), it may not agree to any settlement of any such claim or action as the result of which any remedy or relief, other than monetary damages for which the Indemnifying Party shall notbe responsible hereunder, shall be applied to or against the Indemnified Party, without the prior written consent of the Indemnified Party which shall not be unreasonably withheld or delayed. No Indemnifying Party will consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or action. In any action hereunder as to which the Indemnifying Party has assumed the defense thereof with counsel 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. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees defense of such claim and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredlitigation recurring therefrom.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against any Indemnified Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01, such Indemnified Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request of the Indemnified Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Indemnified Party to represent the Indemnified Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm firm (in addition to any local counsel) for all such Indemnified Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.

Procedure for Indemnification. In case Each party indemnified under subsection (a) or (b) of this Section 3.06 (the "Indemnified Party") shall, promptly after receipt of actual notice of any proceeding (including claim or the commencement of any governmental investigation) shall be instituted action against any such Indemnified Party in respect of which indemnity is sought pursuant may be sought, notify the party required to provide indemnification (the "Indemnifying Party") in writing of the claim or the commencement thereof, provided that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to an Indemnified Party on account of the indemnity agreement contained in subsection (a) or (b) of this Section 2.013.06, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. If any such claim or action shall be brought against an Indemnified Party, it shall notify the Indemnifying Party thereof and the Indemnifying Party shall promptly notify be entitled to participate therein, and, to the applicable Indemnifying Party in writing. The extent that it wishes, jointly with any other similarly notified Indemnifying Party, upon request of to assume the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to represent the Indemnified Party and any others of its election to assume the Indemnifying Party may designate in defense of such proceeding and claim or action, the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject not be liable (except to the terms hereofextent the proviso to this sentence is applicable, in which event it will be so liable) to indemnify the Indemnified Party under this Section 3.06 for any legal or other expenses subsequently incurred by the Indemnified Party in writing or fails to retain such counsel within a connection with the defense thereof other than reasonable period costs of time after such notice was given, then the investigation; provided that each Indemnified Party shall have the right to retain employ separate counsel to represent it and assume its own counseldefense (in which case, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and shall not represent it) if (i) upon the Indemnified Party shall have mutually agreed to advice of counsel, the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.be

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted If a claim by a third party is made against any party hereto, and such party (the "Indemnified Party in Party") intends to seek indemnity with respect of which indemnity is sought pursuant to such claim under this Section 2.01IX, such Indemnified Party shall promptly notify the applicable party from whom such indemnity may be sought (the "Indemnifying Party in writingParty") of such claim. The Indemnifying PartyParty shall have thirty (30) days after receipt of the above-mentioned notice to undertake, upon request conduct and control, through counsel of such party's own choosing (subject to the consent of the Indemnified Party, shall acknowledge its obligationsuch consent not to be unreasonably withheld) and at such party's expense, subject to the terms hereofsettlement or defense of it, to indemnify and the Indemnified Party shall cooperate with the Indemnifying Party in writing and connection with such efforts; provided that: (i) the Indemnifying Party shall retain counsel reasonably satisfactory not by this Agreement permit to exist any lien, encumbrance or other adverse charge upon any asset of any Indemnified Party, (ii) the Indemnifying Party shall permit the Indemnified Party to represent participate in such settlement or defense through counsel chosen by the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceedingParty, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and provided that the fees and expenses of such counsel shall be borne by the Indemnified Party, and (iii) the Indemnifying Party shall agree promptly to reimburse the Indemnified Party for the full amount of any loss resulting from such claim and all related expense incurred by the Indemnified Party pursuant to this Section IX. 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. If the Indemnified Party does not notify the Indemnified Party within thirty (30) days after receipt of the Indemnified Party's notice of a claim of indemnify under this Section IX that such party elects to undertake the defense of such claim, the Indemnified Party shall have the right to contest, settle or compromise the claim in the exercise of the Indemnified Party's exclusive discretion at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall notwithin 30 days after receipt of notice of such settlement or compromise pay to the Indemnified Party the amount of expenses and damages as a result of contesting, settling or compromising such claim. In the event that any party hereto shall incur any Damages in connection with any proceeding or related proceedings in respect of which indemnity may be sought by such party pursuant to this Section IX, the same jurisdiction, party from whom such indemnity may be liable for sought (the reasonable fees and expenses of more than one separate firm (in addition to any local counsel"Indemnifying Party") for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredgiven written notice thereof by the party seeking such indemnity (the "Indemnified Party"), which notice shall specify the amount and nature of such Damages and include the request of the Indemnified Party for indemnification of such amount. The Indemnifying party shall within 30 days pay to the Indemnified Party the amount of the Damages so specified.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought the event a party intends to seek indemnification pursuant to Section 2.01the provisions of Sections 10.1 or 10.2 hereof (the "INDEMNIFIED PARTY"), such the Indemnified Party shall promptly notify give notice hereunder to the applicable other party (the "INDEMNIFYING PARTY") after obtaining written notice of any claim, investigation, or the 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 Indemnifying Party because of the indemnification provided for in writing. The Section 10.1 or 10.2 hereof, and, if such indemnity shall arise from the claim of a third party, the Indemnified Party shall permit the Indemnifying PartyParty to assume the defense of any such claim and any litigation resulting from such claim; PROVIDED, upon request 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 with substantial certainty result in a material interruption or disruption of the Business of the Indemnified Party, taken as a whole, or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall acknowledge its obligation, subject not be affected by any failure of the Indemnified Party to the terms hereof, to indemnify give such notice (or by delay by the Indemnified Party in writing giving such notice) unless, and shall retain counsel reasonably satisfactory then only to the Indemnified Party to represent extent that, the Indemnified Party rights and any others the Indemnifying Party may designate in such proceeding and remedies of the Indemnifying Party shall pay have been prejudiced as a result of the fees and disbursements failure to give, or delay in giving, such notice. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such counsel related claim or action by a third party within twenty (20) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to defend such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselclaim or action. If the Indemnifying Party fails assumes the defense of such claim, investigation or Proceeding resulting therefrom, the obligations of the Indemnifying Party hereunder as to acknowledge its obligationsuch claim, subject 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 damages caused by or arising out of any settlement approved by the Indemnifying Party or any judgment entered in connection with such claim, investigation or Proceeding, except where, and only to the terms hereofextent that, the Indemnifying Party has been prejudiced by the actions or omissions of the Indemnified Party. The Indemnifying Party shall not, in the defense of such claim or any Proceeding resulting therefrom, consent to indemnify entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned) 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 and no material effect on any claims that could reasonably be expected to be made against the Indemnified Party (ii) the sole relief provided is monetary damages and (iii) the settlement shall include the giving by the claimant or the plaintiff to the Indemnified Party a release from all Liability in respect to such claim or litigation. If the Indemnifying Party assumes the defense of such claim, investigation or Proceeding resulting therefrom, the Indemnified Party shall be entitled to participate in the defense of the 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. The Indemnified Party shall bear the fees and expenses of any additional counsel retained by it to participate in its defense unless any of the following shall apply: (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party; or fails (ii) the Indemnifying Party's legal counsel shall advise the Indemnifying Party in writing, with a copy to retain such counsel within the Indemnified Party, that there is a reasonable period conflict of time after such notice was giveninterest that 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 shall have the right to retain its own counsel, and the fees and expenses of such may employ separate counsel shall be at the expense of the Indemnifying Party to represent the Indemnified Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel in no event shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and be obligated to pay the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees costs and expenses of more than one such separate firm counsel for any one complaint, claim, action or Proceeding in any one jurisdiction. If the Indemnifying Party does not assume the defense of any such claim by a third party or litigation resulting therefrom after receipt of notice from the Indemnified Party, the Indemnified Party may defend against such claim or litigation in such manner as it reasonably deems appropriate, and unless the Indemnifying Party shall deposit with the Indemnified Party a sum equivalent to the total amount demanded in such 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 claim or Proceeding on such terms as it may reasonably deem appropriate and the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of such settlement and for all costs (including attorneys' fees), expenses and damages incurred by the Indemnified Party in addition connection with the defense against or settlement of such claim, investigation or litigation, or if any such claim or litigation is not so settled, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to any local claim by a third party in such litigation and for all costs (including attorneys' fees), expenses and damage incurred by the Indemnified Party in connection with the defense against such claim or litigation, whether or not resulting from, arising out of, or incurred with respect to, the act of a third party. Each party shall cooperate in good faith and in all respects with each Indemnifying Party and its representatives (including without limitation its counsel) for all such Indemnified Partiesin the investigation, negotiation, settlement, trial and/or defense of any Proceedings (and that all such fees any appeal arising therefrom) or any claim. The parties shall cooperate with the other in any notifications to and expenses information requests of any insurers. No individual representative of any Person, or their respective Affiliates shall be reimbursed personally liable for any Loss under this Agreement, except as they are incurredspecifically agreed to by said individual representative.

Procedure for Indemnification. In case Each party indemnified under subsection (a) or (b) of this Section 2.7 (the "Indemnified Party") shall, promptly after receipt of actual notice of any proceeding (including claim or the commencement of any governmental investigation) shall be instituted action against any such Indemnified Party in respect of which indemnity is may be sought pursuant notify the party required to provide indemnification (the "Indemnifying Party") in writing of the claim or the commencement thereof, provided that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to an Indemnified Party on account of the indemnity agreement contained in subsection (a) or (b) of this Section 2.012.7, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. If any such claim or action shall be brought against an Indemnified Party, it shall notify the Indemnifying Party thereof and the Indemnifying Party shall promptly notify be entitled to participate therein, and, to the applicable Indemnifying Party in writing. The extent that it wishes, jointly with any other similarly notified Indemnifying Party, upon request of to assume the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to represent the Indemnified Party and any others of its election to assume the Indemnifying Party may designate in defense of such proceeding and claim or action, the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject not be liable (except to the terms hereofextent the proviso to this sentence is applicable, in which event it will be so liable) to indemnify the Indemnified Party under this Section 2.7 for any legal or other expenses subsequently incurred by the Indemnified Party in writing or fails to retain such counsel within a connection with the defense thereof other than reasonable period costs of time after such notice was given, then the investigation; provided that each Indemnified Party shall have the right to retain employ separate counsel to represent it and assume its own counseldefense (in which case, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and shall not represent it) if (i) upon the Indemnified Party shall have mutually agreed to advice of counsel, the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) in the event the Indemnifying Party has not assumed the defense thereof within 10 days of receipt of notice of such claim or commencement of action, and in which case the fees and expenses of one such separate counsel shall be paid by the Indemnifying Party. It is understood that the The Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that unless conflicting interests of the Indemnified Parties make the retention of one firm on behalf of all of them unreasonable. If any Indemnified Party employs such fees and expenses separate counsel it will not enter into any settlement agreement which is not approved by the Indemnifying Party, such approval not to be unreasonably withheld. If the Indemnifying Party so assumes the defense thereof, it may not agree to any settlement of any such claim or action as the result of which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be reimbursed responsible hereunder, shall be applied to or against the Indemnified Party, without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld. In any action hereunder as they are incurredto 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. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

Procedure for Indemnification. In case Each party indemnified under paragraph (a) or (b) of this Section 1.7 (the "Indemnified Party") shall, promptly after receipt of notice of any proceeding (including claim or the commencement of any governmental investigation) shall be instituted action against any such Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01may be sought, such Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The party required to provide indemnification (the "Indemnifying Party, upon request ") in writing of the claim or the commencement thereof; provided that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to an Indemnified Party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 1.7, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. If any such claim or action shall be brought against an Indemnified Party, it shall acknowledge its obligationnotify the Indemnifying Party thereof and the Indemnifying Party shall be entitled to participate therein, subject and, to the terms hereofextent that it wishes, jointly with any other similarly notified indemnifying party, to indemnify assume the Indemnified Party in writing and shall retain defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to represent the Indemnified Party and any others of its election to assume the Indemnifying Party may designate in defense of such proceeding and claim or action, the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject not be liable (except to the terms hereofextent the proviso to this sentence is applicable, in which event it will be so liable) to indemnify the Indemnified Party under this Section 1.7 for any legal or other expenses subsequently incurred by the Indemnified Party in writing or fails to retain such counsel within a connection with the defense thereof other than reasonable period costs of time after such notice was given, then the investigation; provided that each Indemnified Party shall have the right to retain employ separate counsel to represent it and assume its own counseldefense (in which case, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and shall not represent it) if (i) upon the Indemnified Party shall have mutually agreed to advice of counsel, the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (ii) in the event the Indemnifying Party has not assumed the defense thereof within ten (10) days of receipt of notice of such claim or commencement of action, and in which case the fees and expenses of one such separate counsel shall be paid by the Indemnifying Party or (iii) if such Indemnified Party who is a defendant in any action or proceeding which is also brought against the Indemnifying Party reasonably shall have concluded that there may be one or more legal defenses available to such Indemnified Party which are not available to the Indemnifying Party. It If any Indemnified Party employs such separate counsel it will not enter into any settlement agreement which is understood that not approved by the Indemnifying Party, such approval not to be unreasonably withheld. If the Indemnifying Party so assumes the defense thereof, it may not agree to any settlement of any such claim or action as the result of which any remedy or relief, other than monetary damages for which the Indemnifying Party shall notbe responsible hereunder, shall be applied to or against the Indemnified Party, without the prior written consent of the Indemnified Party. 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. If the indemnification provided for in this Section 1.7 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 therein, 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 specifically for use in any registration statement, prospectus, offering circular or other similar document 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. If, however, the allocation provided in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults but also the relative benefits of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 1.7 were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the preceding sentences of this Section 1.7. In no event, however, shall a Holder be required to contribute in excess of the amount of the net proceeds received by such Selling Holder in connection with any proceeding or related proceedings the sale of securities in the same jurisdictionoffering 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 liable 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 reasonable fees meaning of Section 12(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The indemnification and expenses of more than one separate firm (contribution agreements contained herein shall be in addition to any local counsel) for all other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation made or omitted by or on behalf of any indemnified party and shall survive the transfer of the Registrable Securities by any such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredparty.

Procedure for Indemnification. In case any proceeding Each party seeking to be reimbursed, indemnified, defended, and/or held harmless under Sections 14.1 or 14.2 (including any governmental investigationeach, an ‘indemnitee”) shall (a) provide the party obligated to indemnify such Indemnitee (the “Indemnitor”) with prompt, written notice of any claim, suit, demand, or other action for which such Indemnitee seeks to be instituted against any Indemnified Party in respect of reimbursed, indemnified, defended, and/or held harmless (each, a “Claim”), which indemnity is sought pursuant to Section 2.01, such Indemnified Party notice shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request include a reasonable identification of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related alleged facts giving rise to such proceedingClaim; (b) grant such party reasonable authority and control over the defense and settlement of any such Claim; and (c) reasonably cooperate with such party and its agents in defense of any such Claim, within a reasonable period of time after such fees and disbursements are billed by such counselat the Indemnitor’s expense. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party Each Indemnitee shall have the right to retain its own counselparticipate in the defense of any Claim for which Indemnitee seeks to be reimbursed, and the fees and expenses indemnified, defended, or held harmless, by using attorneys of such counsel Indemnitee’s choice, at such Indemnitee’s expense. Any settlement of a Claim for which any Indemnitee seeks to be [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] reimbursed, indemnified, defended, and/or held harmless under this Article 14 shall be at subject to the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses prior written approval of such counsel Indemnitee, which approval shall not be at the expense of such Indemnified Party unless (a) the preceding sentence is applicableunreasonably withheld, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel conditioned, or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurreddelayed.

Procedure for Indemnification. In case any proceeding If a third-party claim is made against a Seller Indemnitee or a Buyer Indemnitee (including any governmental investigationan “Indemnitee”), and if such Indemnitee believes that such claim could give rise to a right of indemnification, then such Indemnitee shall give written notice to the 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 be instituted against any Indemnified not limit the indemnification obligations of the Indemnifying Party hereunder except to the extent that the delay in respect of which indemnity is sought pursuant giving, or failure to Section 2.01give, such Indemnified Party shall promptly notify notice has materially prejudiced the applicable ability of the Indemnifying Party in writingto defend the claim). The Indemnifying Party shall defend such claim, at the Indemnifying Party, upon request of ’s own expense and with counsel selected by the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Indemnifying Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party Indemnitee, provided that an Indemnitee shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall at all times also have the right to fully participate in the defense at its own expense (and may retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party if it shall have the right to retain its own counsel, but the fees reasonably determine that representation of it and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood present an ethical conflict of interest; provided that the Indemnifying Party will only be responsible under such circumstances for the expenses of a single additional counsel for all Indemnitees). If the Indemnifying Party shall notfail to defend such claim within 15 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, in connection with any proceeding such Indemnitee shall have the right, but not the obligation, to undertake the defense of, and to compromise or related proceedings settle (exercising reasonable business judgment), the claim on behalf, for the account, and at the risk and expense (including 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 claim, the obligation of the Indemnifying Party hereunder as to such claim shall include taking all steps necessary in the same jurisdictiondefense or settlement of such claim. The Indemnifying Party shall not consent to the entry of any judgment or settle or compromise any third-party demands, be liable claims, actions, suits or proceedings for which an Indemnitee has sought indemnification from the reasonable fees and expenses Indemnifying Party unless it shall have given such Indemnitee not less than 15 days prior written notice of more than one separate firm (in addition to any local counsel) for all such Indemnified Partiesthe proposed consent, settlement or compromise, and that 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 judgment 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, settlement or compromise. In determining whether to give its approval, an Indemnitee may consider whether the proposed consent, settlement or compromise includes as an unconditional term thereof the giving by the claimant to such Indemnitee of a release from all Liabilities in respect of such fees and expenses shall be reimbursed as they are incurredclaim except the Liabilities satisfied by the Indemnifying Party.

Procedure for Indemnification. In case any proceeding The procedure for indemnification shall be as follows: (including any governmental investigationa) The Party seeking indemnification under this Article 12 (the “Claimant”) shall be instituted against any Indemnified give notice to the Party in respect of which indemnity from whom indemnification is sought (the “Indemnitor”) of any claim or liability that might result in an indemnified Loss (an “Indemnified Claim”), specifying in reasonable detail (i) the factual basis for and circumstances surrounding the Indemnified Claim; and (ii) the amount of the potential Loss pursuant to Section 2.01the Indemnified Claim if then known. If the Indemnified Claim relates to a Proceeding filed by a third party against Claimant, notice shall be given by Claimant as soon as practical, but in all events within fifteen (15) business days after Claimant learns of the Proceeding or written notice of the Proceeding is given to Claimant. In all other circumstances, notice shall be given by Claimant as soon as practical, but in all events within twenty (20) business days after Claimant becomes aware of the facts giving rise to the potential Loss; provided, however, that should the Claimant fail to notify the Indemnitor in the time required above, the Indemnitor shall only be relieved of its obligations pursuant to this Article 12 to the extent the Indemnitor is materially prejudiced by such delay or failure to timely give notice of an Indemnified Claim or potential Loss. (b) The Claimant shall make available to Indemnitor and/or its authorized representatives the information relied upon by the Claimant to substantiate the Indemnified Claim or Loss and shall make available any information or documentation in Claimant’s possession, custody or control that is or may be helpful in defending or responding to the Indemnified Claim or Loss. (c) The Indemnitor shall have thirty (30) days after receipt of the indemnification notice referred to in sub-section (a) to notify the Claimant in writing that it elects to conduct and control the defense of any such Indemnified Claim; provided, however, such Indemnified Party thirty (30) day period shall promptly notify be reduced to such shorter period of time set forth in the applicable Indemnifying Party indemnification notice if the Indemnified Claim or Loss is based upon a third-party claim requiring a response in writingfewer than thirty (30) days. The Indemnifying Party, upon request (d) If the Indemnitor does not advise the Claimant of its intent to conduct and control the defense of the Indemnified PartyClaim or Proceeding within the time period specified above, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party Claimant shall have the right to retain its own counseldefend, contest, settle, or compromise such 31 Indemnified Claim or Proceeding. If the Indemnitor properly advises the Claimant that it will conduct and control the fees and expenses of such counsel shall be at Indemnification Claim or Proceeding, the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party Indemnitor shall have the right to retain undertake, conduct, defend, and control, through counsel of its own counselchoosing and at its sole expense, the conduct, defense, and settlement of the Indemnified Claim or Proceeding, and the Claimant shall cooperate with the Indemnitor in connection therewith; provided, however, that: (i) the Indemnitor shall not consent to the imposition of any injunction against the Claimant without the prior written consent of the Claimant, which consent shall not be unreasonably withheld; (ii) the Indemnitor shall permit the Claimant to participate in such conduct or settlement through counsel chosen by the Claimant, but the fees and expenses of such counsel shall be at borne by the expense Claimant; (iii) upon a final determination of such Indemnified Party unless (a) Proceeding, the preceding sentence is applicable, (b) Indemnitor shall promptly reimburse the Indemnifying Party and Claimant for the full amount of any indemnified Loss or indemnified portion of any Loss resulting from the Indemnified Party shall have mutually agreed Claim or Proceeding and all reasonable expenses related to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties indemnified Loss incurred by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall notClaimant, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable except (A) fees and expenses of more than one separate firm counsel for the Claimant in the event that Indemnitor has conducted or controlled the Proceeding and (B) any Loss not indemnifiable by Indemnitor; and (iv) no Indemnitor may, without the prior written consent of the Claimant, settle or compromise, or consent to the entry of any judgment in addition connection with, any Proceeding with respect to the claim described in the indemnification notice unless (A) such settlement or compromise involves only the payment of money; (B) there is no finding or admission of liability, any local counselviolation of any Law or any violation of the rights of any Person by the Claimant; and (C) for the Indemnitor obtains an unconditional release of each Claimant from all such Indemnified Parties, Claims or potential Loss arising out of the claim described in the indemnification notice and that all such fees and expenses shall be reimbursed as they are incurred.any Indemnified Claim or Proceeding related thereto. 12.4

Procedure for Indemnification. Any party entitled to ------------------------------- indemnification under this Section 16 (an "Indemnified Party") will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 16 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding (including any governmental investigation) shall be instituted or claim is brought against any an Indemnified Party in respect of which indemnity indemnification is sought pursuant hereunder, the indemnifying party shall be entitled to Section 2.01participate in and, such Indemnified Party shall promptly notify unless in the applicable Indemnifying Party in writing. The Indemnifying Party, upon request reasonable judgment of the Indemnified Party, shall acknowledge its obligation, subject counsel to the terms hereof, to indemnify the Indemnified Party in writing a conflict of interest between it and shall retain the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to 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 represent notify, in writing, such 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 assume the defense of any others such claim, proceeding or action, the Indemnifying Party may designate in Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding and the Indemnifying shall be losses subject to indemnification hereunder. The Indemnified Party shall pay cooperate fully with the fees indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and disbursements of such counsel related shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such proceeding, within a reasonable period action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of time after such fees and disbursements are billed by such counselthe defense or any settlement negotiations with respect thereto. If the Indemnifying Party fails indemnifying party elects to acknowledge its obligation, subject to the terms hereof, to indemnify in writing defend any such action or fails to retain such counsel within a reasonable period of time after such notice was givenclaim, then the Indemnified Party shall have 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 for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Section 16 to the right contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to retain its own counselentry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, and as an unconditional term thereof, the fees and expenses giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such counsel claim. The indemnity agreements contained herein shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right in addition to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) any cause of action or similar rights of the preceding sentence is applicableIndemnified Party against the indemnifying party or others, and (b) any liabilities the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would indemnifying party may be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredsubject to.

Procedure for Indemnification. (a) In case the event any proceeding (including any governmental investigation) shall be instituted against any of the Purchaser Indemnified Party in respect of which indemnity is sought Parties or the Seller Indemnified Parties intends to seek indemnification pursuant to the provisions of Section 2.018.1 or 8.2 (the “Indemnified Party”), such the Indemnified Party shall promptly notify give notice hereunder to the applicable Party required to provide indemnification hereunder (the “Indemnifying Party”). 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 writinggiving, such notice. If such indemnity shall arise from a Claim subject to indemnification that is a legal proceeding filed or instituted by, or the making of any claim or demand by, any Person that is not a Party, an Affiliate of a Party or a Representative of any of the foregoing (in such capacity), including any Governmental Authority (a “Third Party Claim”), the Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s sole cost and expense and upon written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of written notice of the Third Party Claim, to assume the defense of any such Third Party Claim. The Indemnifying Party shall have control of the defense of such Third Party Claim, provided that the Indemnifying Party shall have that right to continue to have control of the defense of such Third Party Claim from and after one hundred eighty (180) days after the Indemnifying Party, upon request ’s receipt of such written notice of the Third Party Claim only if the Indemnifying Party acknowledges in writing to the Indemnified Party, within such one hundred eighty (180) day period, its indemnification obligations with respect to such Third Party Claim, in which case such acknowledgement shall acknowledge its obligationconstitute the Indemnifying Party’s irrevocable undertaking to pay directly all costs, subject to expenses, damages, judgments, awards, penalties, assessments and other Liabilities incurred or arising in connection therewith. If the terms hereofIndemnifying Party assumes the defense of such Third Party Claim, to indemnify the Indemnified Indemnifying Party in writing and shall retain select counsel reasonably satisfactory acceptable to the Indemnified Party to represent conduct the defense of such Third Party Claim and shall take all steps reasonably necessary in the defense thereof in good faith. The Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of (or consent to entry of judgment with respect to) such Third Party Claim, which consent shall not be unreasonably withheld, conditioned or delayed, provided that such consent shall not be required if all of the following are satisfied: (i) the settlement provides for only money damages or other monetary payments; (ii) the sum of such settlement and any others all Claims that the Indemnifying Party may designate in previously paid is greater than the Threshold; (iii) the sum of such proceeding settlement and all Claims that the Indemnifying Party shall pay previously paid is less than ten percent (10%) of the fees Purchase Price; and disbursements (iv) the Indemnifying Party pays all of the amounts required to be paid as part of or in connection with such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselsettlement. If the Indemnifying Party fails to acknowledge its obligationis defending such Third Party Claim in accordance with this Agreement, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have be entitled to participate in (but not control) the right to retain defense of any such action, with its own counsel, counsel and the fees at its sole cost and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredexpense.

Procedure for Indemnification. In case any proceeding Any person entitled to indemnification under this Agreement shall (including any governmental investigation1) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01, such Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject give prompt notice to the terms hereof, indemnifying party of any third party claim with respect to indemnify which it seeks indemnification and (2) permit such indemnifying party to assume the Indemnified Party in writing and shall retain defense of such claim with counsel reasonably satisfactory to the Indemnified Party indemnified party; provided, that any person entitled to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party indemnification under this Agreement shall have the right to retain its own counsel, employ separate counsel and to participate in the fees and expenses defense of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counselclaim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party person unless (aA) the preceding sentence is applicableindemnifying party has agreed to pay such fees or expenses, (bB) the Indemnifying Party indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person, or (C) in the reasonable judgment of any such person, based upon advice of its counsel, conflict of interest may exist between such person and the Indemnified Party indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have mutually agreed the right to assume the retention defense of such counsel or (c) claim on behalf of such person). If such defense is not assumed by the named parties indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such proceeding (including any impleaded parties) include both consent will not be unreasonably withheld, delayed or conditioned). An indemnifying party who is not entitled to, or elects not to, assume the Indemnifying Party and defense of a claim shall not be obligated to pay the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) counsel for all parties indemnified by such Indemnified Partiesindemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party and that all any other of such indemnified parties with respect to such claim, there may be legal defenses available to one which are different from or additional to those available to the other, in which event the indemnifying party shall be obligated to pay the fees and expenses shall be reimbursed of such additional counsel or counsels. No indemnifying party shall, except with the consent of each indemnified party, consent to any settlement of a claim which does not include only the payment of money and as they are incurredan unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect of such claim and no obligation to perform or refrain from performing any act so imposed on any indemnified party by reason thereof. 11.

Procedure for Indemnification. In case any proceeding The Indemnitees and the Non Breaching Party are hereinafter collectively referred to as the “Indemnified Parties” The Parties (including any governmental investigationfor this purpose their respective Affiliates) shall not be instituted against liable for each other’s incidental, indirect, special or consequential damages (including loss of profits or loss of revenues) under this JVA, regardless of whether such liability arises in tort, contract, breach of warranty, indemnification or otherwise. Any compensation or indemnity as referred to above shall be such as to place the Indemnified Party, in the same position as it would have been in, had there not been any breach and as if the representation and/or warranty under which the Indemnified Party is to be indemnified had been correct. The rights and remedies of an Indemnified Party in respect of any breach, including breach of any of the representations and/or warranties shall not be affected by any act or happening Initials of Authorized Representative of ARI Member Initials of Authorized Representative of AMTEK Member which indemnity is sought pursuant to Section 2.01otherwise might have affected such rights and remedies, such except by a specific written waiver by the Indemnified Party shall promptly notify the applicable Indemnifying Party in writingParty. The Indemnifying Party, upon request rights of indemnification of the Indemnified Parties hereunder shall be without prejudice to, independent of, and in addition to all other rights or remedies available to them in law, equity or otherwise, including rights of specific performance, recession and restitution or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby; provided however, that this indemnity obligation shall not apply in regard to a breach by the Breaching Party or any of its Affiliates of those obligations under this Agreement which breach carries a specific remedy under this Agreement, which remedy shall be the other Party’s exclusive remedy for the breach by the Breaching Party or its Affiliate of such obligations. Any indemnity payments made pursuant to Article 28 shall be made free and clear of and without deduction for or on account of any taxes, shall acknowledge its obligationcharges, fees, costs, expenses or duties except as may be required by any applicable law. If any taxes or amounts in respect of such charges, fees, costs, expenses or duties must be deducted, or any other deductions must be made, from any amounts payable or paid pursuant to Article 28, such additional amounts must be paid by the indemnifying party as may be necessary to ensure that the Indemnified Parties receive a net amount equal to the full amount which they would have received had payment not been made subject to such taxes, charges, fees, costs, expenses or duties. The knowledge of the terms hereofIndemnified Parties or the conduct of any investigation (actual, constructive or imputed) by any of such persons shall not in any manner affect or limit the right to indemnification set forth hereinabove. Each Indemnified Party pursuant to Article 28.1(a) shall give prompt written notice to the Company of any potential Claim or event known to it which does or may give rise to indemnification hereunder, stating the nature and basis of said potential Claim or event and the amounts thereof, to indemnify the extent known. Each Indemnified Party in writing and entitled to indemnification pursuant to Article 28.1(b) shall retain counsel reasonably satisfactory give a similar notice to the other Party. Notwithstanding the foregoing, failure to give prompt written notice pursuant to this section shall not cause an Indemnified Party to represent lose its rights to indemnification hereunder except to the Indemnified extent that the JVC or the other Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed can establish that it has been harmed by such counseldelay. If In the Indemnifying Party fails to acknowledge its obligationevent of any Claim, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall give the JVC written notice of such Claim, with a copy of the Claim, process and legal pleadings with respect thereto. After notification, the JVC may participate in and assume the defense thereof, with counsel selected by it. If the JVC assumes the defense of the Claim, the Indemnified Party shall nonetheless have the right to retain employ its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any may participate in such proceeding, any Indemnified Party shall have the right to retain its own counselaction, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. Any such Indemnified Party unless indemnification will be made promptly following the fixing of the loss, liability or damage incurred or suffered by final nonappealable decision, settlement, contract or otherwise (a) except that any attorneys’ fees and the preceding sentence is applicableexpenses of defense may be paid as incurred). As a condition to the receipt of any indemnification payment hereunder, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed provide a complete and absolute release with respect to the retention subject matter of such counsel or (c) the named parties indemnification to any such proceeding (including any impleaded parties) include both the Indemnifying Party JVC and the Indemnified Party and representation other Party. Initials of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses Authorized Representative of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.ARI Member Initials of Authorized Representative of AMTEK Member

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted If a claim by a third party is made against any party hereto, and such party (the "Indemnified Party in Party") intends to seek indemnity with respect of which indemnity is sought pursuant to such claim under this Section 2.01VII, such Indemnified Party shall promptly notify the applicable party from whom such indemnity may be sought (the "Indemnifying Party in writingParty") of such claim. The Indemnifying PartyParty shall have thirty (30) days after receipt of the above-mentioned notice to undertake, upon request conduct and control, through counsel of such party's own choosing (subject to the consent of the Indemnified Party, shall acknowledge its obligationsuch consent not to be unreasonably withheld) and at such party's expense, subject to the terms hereofsettlement or defense of it, to indemnify and the Indemnified Party shall cooperate with the Indemnifying Party in writing and connection with such efforts; provided that: (i) the Indemnifying Party shall retain counsel reasonably satisfactory not by this Agreement permit to exist any lien, encumbrance or other adverse charge upon any asset of any Indemnified Party, (ii) the Indemnifying Party shall permit the Indemnified Party to represent participate in such settlement or defense through counsel chosen by the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceedingParty, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and provided that the fees and expenses of such counsel shall be borne by the Indemnified Party, and (iii) the Indemnifying Party shall agree promptly to reimburse the Indemnified Party for the full amount of any loss resulting from such claim and all related expense incurred by the Indemnified Party pursuant to this Section VII. 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. If the Indemnified Party does not notify the Indemnified Party within thirty (30) days after receipt of the Indemnified Party's notice of a claim of indemnify under this Section VI that such party elects to undertake the defense of such claim, the Indemnified Party shall have the right to contest, settle or compromise the claim in the exercise of the Indemnified Party's exclusive discretion at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall notwithin 30 days pay to the Indemnified Party the amount of expenses and damages as a result of contesting, settling or compromising such claim. In the event that any party hereto shall incur any Damages in connection with any proceeding or related proceedings in respect of which indemnity may be sought by such party pursuant to this Section VII, the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses Indemnifying Party shall be reimbursed as they are incurredgiven written notice thereof by the Indemnified Party, which notice shall specify the amount and nature of such Damages and include the request of the Indemnified Party for indemnification of such amount. The Indemnifying party shall within 30 days pay to the Indemnified Party the amount of the Damages so specified.

Procedure for Indemnification. In case Each Indemnified Party (Buyer Indemnified Party and Seller Indemnified Party) under this Section shall, promptly after the receipt of notice of the commencement of any proceeding (including any governmental investigation) shall be instituted claim against any such Indemnified Party in respect of which indemnity is may be sought pursuant from a Party under this Section, notify the other Party in writing of the commencement thereof. The omission of any Indemnified Party to Section 2.01, so notify such Party of any such action shall not relieve such Party from any liability which it may have to such Indemnified Party under this Section unless, and only to the extent that, such omission results in such Party’s loss of substantive or practical rights or defenses. In case any such claim shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request of the be brought against any Indemnified Party, and it shall acknowledge notify the other Party of the commencement thereof, such other Party shall be entitled to assume the defense thereof at its obligationexpense, subject with counsel satisfactory to the terms hereof, to indemnify the such Indemnified Party in writing and shall retain counsel reasonably satisfactory to the its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to represent the Indemnified Party and any others the Indemnifying Party may designate participate in such proceeding defense at its own expense. Notwithstanding the foregoing, in any claim in which both Buyer or Sellers, on the one hand, and an Indemnified Party, on the Indemnifying Party shall pay the fees and disbursements of other hand, are, or are reasonably likely to become, a party, such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain employ separate counsel and to control its own counsel, and the fees and expenses defense of such claim if, in the reasonable opinion of counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless Party, either (ax) the preceding sentence is applicable, (b) the Indemnifying Party and one or more defenses are available to the Indemnified Party shall have mutually agreed that are not available to the retention of such counsel other Party or (cy) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual a conflict or potential differing interests conflict exists between them. It is understood Buyer or Seller, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party against which indemnification is sought (i) shall not, in connection with any proceeding or related proceedings in the same jurisdiction, not be liable for the reasonable fees and expenses of more than one separate firm counsel to all Indemnified Parties and (in addition to any local counselii) shall reimburse the Indemnified Parties for all such Indemnified Parties, and that all of such fees and expenses of such counsel incurred in any action, as such expenses are incurred. Each Party agrees that it will not, without the prior written consent of the Party seeking indemnification, settle, compromise, or consent to the entry of any judgment in any pending or threatened claim relating to the matters contemplated hereby unless such settlement, compromise, or consent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such claim. Upon making any payment to an Indemnified Party for a loss under this Section, the Party against which indemnification is sought shall be reimbursed as they are incurredsubrogated to any rights that the Indemnified Party may have against any other person with respect to the subject matter underlying such indemnification claim.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought the event a party intends to seek indemnification pursuant to Section 2.01the provisions of Sections 9.1 or 9.2 hereof (the "INDEMNIFIED PARTY"), such the Indemnified Party shall promptly notify give notice hereunder to the applicable other party (the "INDEMNIFYING PARTY") after obtaining written notice of any claim, investigation, or the 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 such 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 with substantial certainty result in writing. The Indemnifying Party, upon request a material interruption or disruption of the business of the Indemnified Party, taken as a whole, or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall acknowledge its obligation, subject not be affected by any failure of the Indemnified Party to the terms hereof, to indemnify give such notice (or by delay by the Indemnified Party in writing giving such notice) unless, and shall retain counsel reasonably satisfactory then only to the Indemnified Party to represent extent that, the Indemnified Party rights and any others the Indemnifying Party may designate in such proceeding and remedies of the Indemnifying Party shall pay have been prejudiced as a result of the fees and disbursements failure to give, or delay in giving, such notice. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such counsel related claim or action by a third party within twenty (20) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to defend such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselclaim or action. If the Indemnifying Party fails assumes the defense of such claim, investigation or Proceeding resulting therefrom, the obligations of the Indemnifying Party hereunder as to acknowledge its obligationsuch claim, subject 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 damages caused by or arising out of any settlement approved by the Indemnifying Party or any judgment entered in connection with such claim, investigation or Proceeding, except where, and only to the terms hereofextent that, the Indemnifying Party has been prejudiced by the actions or omissions of the Indemnified Party. The Indemnifying Party shall not, in the defense of such claim or any Proceeding resulting therefrom, consent to indemnify entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned) 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 and no material effect on any claims that could reasonably be expected to be made against the Indemnified Party (ii) the sole relief provided is monetary damages that are paid in full for Losses which are applied against the BASKET AMOUNT and (iii) the settlement shall include the giving by the claimant or the plaintiff to the Indemnified Party a release from all Liability in respect to such claim or litigation. If the Indemnifying Party assumes the defense of such claim, investigation or Proceeding resulting therefrom, the Indemnified Party shall be entitled to participate in the defense of the 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. The Indemnified Party shall bear the fees and expenses of any additional counsel retained by it to participate in its defense unless any of the following shall apply: (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party; or fails (ii) the Indemnifying Party's legal counsel shall advise the Indemnifying Party in writing, with a copy to retain such counsel within the Indemnified Party, that there is a reasonable period conflict of time after such notice was giveninterest that 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 shall have the right to retain its own counsel, and the fees and expenses of such may employ separate counsel shall be at the expense of the Indemnifying Party to represent the Indemnified Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel in no event shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and be obligated to pay the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees costs and expenses of more than one such separate firm counsel for any one complaint, claim, action or Proceeding in any one jurisdiction. If the Indemnifying Party does not assume the defense of any such claim by a third party or litigation resulting therefrom after receipt of notice from the Indemnified Party, the Indemnified Party may defend against such claim or litigation in such manner as it reasonably deems appropriate, and unless the Indemnifying Party shall deposit with the Indemnified Party a sum equivalent to the total amount demanded in such 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 claim or Proceeding on such terms as it may reasonably deem appropriate and the Indemnifying Party shall, subject to its defenses and the applicability of any remaining threshold loss amount provided for in addition Section 9.1(a) hereof, promptly reimburse the Indemnified Party for the amount of such settlement and for all reasonable costs (including attorneys' fees), expenses and damages incurred by the Indemnified Party in connection with the defense against or settlement of such claim, investigation or litigation, or if any such claim or litigation is not so settled, the Indemnifying Party shall, subject to its defenses and the applicability of any remaining BASKET AMOUNT provided for in Section 9.1(a) hereof, promptly reimburse the Indemnified Party for the amount of any final nonappealable judgment rendered with respect to any local claim by a third party in such litigation and for all costs (including attorneys' fees), expenses and damage incurred by the Indemnified Party in connection with the defense against such claim or litigation, whether or not resulting from, arising out of, or incurred with respect to, the act of a third party. Any Loss under this Article 9: (a) shall be computed net of (x) any actual income tax benefit resulting therefrom to the Indemnified Party and (y) any insurance coverage with respect thereto, (b) shall be increased to the extent necessary to indemnify and hold harmless the Indemnified Party from any actual amount of Liability for Taxes incurred and paid which is attributable to a previous income tax deduction which is disallowed or the receipt of the indemnity payment with respect to such claim; provided, further, that, in all cases, the timing of the receipt or realization of any insurance proceeds or income tax benefits shall be taken into account in determining the amount of reduction of claims, (c) shall be based upon the actual dollar amount of the proposed Loss, without use of any multiplier, and (d) except for Losses related to title to the Stock or to Taxes shall be limited to and shall not exceed in the aggregate for all Losses, one-half (1/2) of the Purchase Price. Each party shall cooperate in good faith and in all respects with each Indemnifying Party and its representatives (including without limitation its counsel) for all such Indemnified Partiesin the investigation, negotiation, settlement, trial and/or defense of any Proceedings (and that all such fees any appeal arising therefrom) or any claim. The parties shall cooperate with the other in any notifications to and expenses information requests of any insurers. No individual representative of any Person, or their respective Affiliates shall be reimbursed personally liable for any Loss under this Agreement, except as they are incurredspecifically agreed to by said individual representative.

Procedure for Indemnification. Any party entitled to indemnification under this Article X (an "Indemnified Party") will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article X except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding (including any governmental investigation) shall be instituted or claim is brought against any an Indemnified Party in respect of which indemnity indemnification is sought pursuant hereunder, the indemnifying party shall be entitled to Section 2.01participate in and, such Indemnified Party shall promptly notify unless in the applicable Indemnifying Party in writing. The Indemnifying Party, upon request reasonable judgment of the Indemnified Party, shall acknowledge its obligation, subject counsel to the terms hereof, to indemnify the Indemnified Party in writing a conflict of interest between it and shall retain the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to 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 represent notify, in writing, such 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 assume the defense of any others such claim, proceeding or action, the Indemnifying Party may designate in Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding and the Indemnifying shall be losses subject to indemnification hereunder. The Indemnified Party shall pay cooperate fully with the fees indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and disbursements of such counsel related shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such proceeding, within a reasonable period action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of time after such fees and disbursements are billed by such counselthe defense or any settlement negotiations with respect thereto. If the Indemnifying Party fails indemnifying party elects to acknowledge its obligation, subject to the terms hereof, to indemnify in writing defend any such action or fails to retain such counsel within a reasonable period of time after such notice was givenclaim, then the Indemnified Party shall have 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 for any settlement of any action, claim or proceeding effected without its prior written consent. Notwithstanding anything in this Article X to the right contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to retain its own counselentry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, and as an unconditional term thereof, the fees and expenses giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such counsel claim. The indemnity agreements contained herein shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right in addition to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) any cause of action or similar rights of the preceding sentence is applicableIndemnified Party against the indemnifying party or others, and (b) any liabilities the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would indemnifying party may be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredsubject to.

Procedure for Indemnification. In case If any proceeding Person shall claim indemnification (including the "INDEMNIFIED PARTY") hereunder for any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01claim other than a third party claim, such the Indemnified Party shall promptly notify give written notice to the applicable party from whom indemnification is sought (the "INDEMNIFYING PARTY") of the nature and amount of the claim. If an Indemnified Party shall claim indemnification hereunder arising from any claim or demand of a third party, the Indemnified Party shall promptly give written notice (a "THIRD-PARTY NOTICE") to the Indemnifying Party of the basis for such claim or demand, setting forth the nature of the claim or demand in writingdetail. The failure by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such Indemnifying Party is materially prejudiced as a result of such failure to give notice. The Indemnifying PartyParty shall defend at its own cost and through counsel of its own choosing, upon request and shall have the right to compromise, if appropriate, any claim or demand set forth in a Third-Party 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 Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify Third-Party Notice) notify the Indemnified Party in writing of its intention to do so and shall retain counsel reasonably satisfactory to give the Indemnified Party to represent such security in that regard as the Indemnified Party and any others the Indemnifying Party reasonably may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselrequest. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the The Indemnified Party shall have the right to retain its own counselshall, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) fully cooperate with the Indemnifying Party and its counsel in the defense or compromise of such claim or demand. The Indemnified Party shall not be liable for any legal or other expenses incurred by the Indemnifying Party in connection with such defense, but the Indemnified Party shall have mutually agreed to the retention may participate in such defense at its own expense. No settlement of such counsel a third party claim or (c) the named parties to any such proceeding (including any impleaded parties) include both demand defended by the Indemnifying Party and shall be made without the written consent of the Indemnified Party and representation of both parties by the same counsel would Party, such consent not to be inappropriate due to actual or potential differing interests between themunreasonably withheld. It is understood that the The Indemnifying Party shall not, except with the written consent of the Indemnified Party, 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 Indemnified Party of an unconditional release from all liability in connection with any proceeding respect of such third party claim or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurreddemand.

Procedure for Indemnification. In case If any proceeding (including any governmental investigation) shall action will be instituted brought against any Indemnified an Investor Party in respect of which indemnity is may be sought pursuant to Section 2.01this Settlement Agreement, such Indemnified Party shall Plaintiffs will promptly notify the applicable Indemnifying Party Defendant in writing. The Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall Defendant will have the right to retain assume the defense of such action with counsel of its own counselchoosing. Investor Parties will have the right to employ separate counsel in any such action and participate in the defense thereof, and but the reasonable fees and expenses of such counsel shall will be at the expense of Investor Parties except to the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless extent that (a) the preceding sentence is applicableemployment thereof has been specifically authorized by Defendant in writing, (b) the Indemnifying Party Defendant has failed after a reasonable period of time to assume such defense and the Indemnified Party shall have mutually agreed to the retention of such employ counsel or (c) in such action there is, in the named parties reasonable opinion of such separate counsel, a material conflict with respect to the dispute in question on any such proceeding (including any impleaded parties) include both material issue between the Indemnifying Party position of Defendant and the Indemnified Party and representation position of both parties by the same counsel Investor Parties such that it would be inappropriate due for one counsel to actual represent Defendant and Investor Parties. Defendant will not be liable to Investor Parties under this Settlement Agreement (i) for any settlement by an Investor Party effected without Defendant’s prior written consent, which will not be unreasonably withheld or potential differing interests between them. It delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage, or liability is understood that either attributable to Investor’s breach of any of the Indemnifying Party shall notrepresentations, warranties, covenants, or agreements made by Investor in connection with any proceeding this Settlement Agreement or related proceedings in the same jurisdiction, other Transaction Documents. In no event will Defendant be liable for the reasonable fees and expenses of for more than one separate firm of attorneys (plus local counsel as applicable) to represent all Investor Parties. Other than the liability of Plaintiffs to Defendant for uncured material breach of the express provisions of this Settlement Agreement, no Investor Party will have any liability to Defendant or any person asserting claims on behalf of or in addition right of Defendant as a result of acquiring the Conversion Shares pursuant to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.this Settlement Agreement. Settlement Agreement 9

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against any If and whenever an Indemnified Party in respect desires to claim indemnification for any of the matters for which indemnity is indemnification may be sought pursuant to Section 2.01the provisions of this Article IV, such Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject deliver to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and a Notice of Claim specifying each of the matters for which indemnification is sought. Upon receiving the Notice of Claim, the Indemnifying Party shall pay have the fees right, exercisable at any time during a ten (10) day period from the day of the receipt of the Notice of Claim, to elect to compromise or defend against any of the matters for which indemnification is sought through counsel of its own choosing and disbursements at its expense, or at the election of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligationParty, subject to the terms hereofexercisable at any time within such ten (10) day period, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain compromise or defend against any of the matters for which indemnification is sought, through counsel of its own counsel, choosing and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any If the Indemnifying Party does not make either of the elections called for by this Section 4.4 within said ten (10) day period, or to the extent the Indemnifying Party fails to make such proceedingelection, any then and in that event, the Indemnified Party shall have the right to retain compromise or defend against any of the matters for which indemnification is sought through counsel of its own counsel, but the fees choosing and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence Indemnifying Party. If any action or claim for which indemnification is applicable, (b) sought is asserted both against the Indemnifying Party and the Indemnified Party shall have mutually agreed Party, and in good faith it is determined there is a conflict of interest which renders it inappropriate for the same counsel to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include represent both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that Party, the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable responsible for paying for separate counsel for the reasonable fees and expenses of Indemnified Party; provided, however, that if there is more than one Indemnified Party, the Indemnifying Party shall not be responsible for paying for more than one separate firm (in addition of attorneys to represent the Indemnified Party, regardless of the number of Indemnified Parties. The Indemnified Party will not consent to the entry of a judgment or enter into any agreement with respect to any local counsel) matter for which indemnification is sought without the written consent of the Indemnifying Party (not to be withheld or delayed unreasonably). The Indemnifying Party shall not consent to the entry of a judgement 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 plaintiff or claimant in the matter releases the Indemnified Party from all such liability with respect thereto, without the written consent of the Indemnified Parties, Party (not to be withheld or delayed unreasonably). All attorneys and that all such fees and expenses other representatives employed by the Indemnifying party shall be reimbursed as they are incurredsubject to approval by the Indemnified Party, which approval shall not be unreasonably withheld or delayed.

Procedure for Indemnification. In case any proceeding Each party seeking to be reimbursed, indemnified, defended, and/or held harmless under Sections 14.1 or 14.2 (including any governmental investigationeach, an “Indemnitee”) shall (a) provide the party obligated to indemnify such Indemnitee (the “Indemnitor”) with prompt, written notice of any claim, suit, demand, or other action for which such Indemnitee seeks to be instituted against any Indemnified Party in respect of reimbursed, indemnified, defended, and/or held harmless (each, a “Claim”), which indemnity is sought pursuant to Section 2.01, such Indemnified Party notice shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request include a reasonable identification of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related alleged facts giving rise to such proceedingClaim; (b) grant such party reasonable authority and control over the defense and settlement of any [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, within a reasonable period WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] such Claim; and (c) reasonably cooperate with such party and its agents in defense of time after any such fees and disbursements are billed by such counselClaim, at the Indemnitor’s expense. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party Each Indemnitee shall have the right to retain its own counselparticipate in the defense of any Claim for which Indemnitee seeks to be reimbursed, and the fees and expenses indemnified, defended, or held harmless, by using attorneys of such counsel Indemnitee’s choice, at such Indemnitee’s expense. Any settlement of a Claim for which any Indemnitee seeks to be reimbursed, indemnified, defended, and/or held harmless under this Article 14 shall be at subject to the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses prior written approval of such counsel Indemnitee, which approval shall not be at the expense of such Indemnified Party unless (a) the preceding sentence is applicableunreasonably withheld, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel conditioned, or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurreddelayed.

Procedure for Indemnification. In case any proceeding If a party (including any governmental investigationthe “Obligated Party”) is required to indemnify the other party (the “Indemnified Party”) under the terms of this Agreement, then this Section 4.3 shall be instituted against any govern the procedure with respect to such indemnification. Upon receipt by the Indemnified Party in respect of notice of any claim or matter for which indemnity it is sought pursuant entitled to Section 2.01seek indemnification from the Obligated Party under the terms hereof (the “Claim”), such the Indemnified Party shall promptly notify the applicable Indemnifying Obligated Party in writingof the Claim. The Indemnifying PartyObligated Party shall contest and defend against the Claim; provided, upon request 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 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 PartyParty 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 acknowledge its obligation, subject to the terms hereof, to indemnify notify the Indemnified Party in writing and shall retain counsel reasonably satisfactory 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 to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was giventhat it will not appeal an adjudication, then the Indemnified Party shall have the right to retain may undertake such appeal, at its own counselsole cost and expense, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and in which case the Indemnified Party shall have mutually agreed notify the Obligated Party at least ten (10) business days prior to the retention of 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 counsel notification deposit into escrow, with a national financial institution or (c) the named parties title company reasonably acceptable to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties 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 same counsel would Indemnified Party, to be inappropriate due used to actual pay and satisfy such Claim; second, to the Indemnified Party for the payment or potential differing interests between themreimbursement of the reasonable costs and expenses incurred by the Indemnified Party in prosecuting such appeal; and third, any excess to the Obligated Party. It is understood that If the Indemnifying Obligated Party fails to contest and defend against, or to pay and satisfy the Claim within such thirty (30) 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 notimmediately 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 connection 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 highest rate permitted by law. Each party 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 proceeding Claim. If, as a result of an appeal, insurance recovery or related proceedings in otherwise, the same jurisdiction, be liable Indemnified Party recovers from a third party any amounts with respect to which the Obligated Party made payments to or for the reasonable fees and expenses account of more than one separate firm (in addition the Indemnified Party under this Article IV, the Indemnified Party shall promptly pay over to the Obligated Party any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredamounts so recovered.

Procedure for Indemnification. Any party entitled to indemnification under this Section 10 (an “Indemnified Party”) will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 10 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding (including any governmental investigation) shall be instituted or claim is brought against any an Indemnified Party in respect of which indemnity indemnification is sought pursuant hereunder, the indemnifying party shall be entitled to Section 2.01participate in and, such Indemnified Party shall promptly notify unless in the applicable Indemnifying Party in writing. The Indemnifying Party, upon request reasonable judgment of the Indemnified Party, shall acknowledge its obligation, subject counsel to the terms hereof, to indemnify the Indemnified Party in writing a conflict of interest between it and shall retain the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to 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 represent notify, in writing, such 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 assume the defense of any others such claim, proceeding or action, the Indemnifying Party may designate in Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding and the Indemnifying shall be losses subject to indemnification hereunder. The Indemnified Party shall pay cooperate fully with the fees indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and disbursements of such counsel related shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such proceeding, within a reasonable period action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of time after such fees and disbursements are billed by such counselthe defense or any settlement negotiations with respect thereto. If the Indemnifying Party fails indemnifying party elects to acknowledge its obligation, subject to the terms hereof, to indemnify in writing defend any such action or fails to retain such counsel within a reasonable period of time after such notice was givenclaim, then the Indemnified Party shall have 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 for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Section 10 to the right contrary, the indemnifying party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to retain its own counselentry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, and as an unconditional term thereof, the fees and expenses giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such counsel claim. The indemnity agreements contained herein shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right in addition to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) any cause of action or similar rights of the preceding sentence is applicableIndemnified Party against the indemnifying party or others, and (b) any liabilities the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would indemnifying party may be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredsubject to.

Procedure for Indemnification. In case Each party indemnified under ----------------------------- paragraph (a) or (b) of this Section 1.8 (the "Indemnified Party") promptly (but in any proceeding event no more than fifteen (including 15) days) after receipt of notice of any governmental investigation) shall be instituted claim or the commencement of any action against any such Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01may be sought, such Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The party required to provide indemnification (the "Indemnifying Party, upon request ") in writing of the Indemnified Partyclaim or the commencement thereof, shall acknowledge its obligation, subject to the terms hereof, to indemnify providing reasonable detail of such claim or action together with copies of all correspondence received by the Indemnified Party in connection therewith; provided that the failure of the Indemnified Party to notify the Indemnifying Party within the time period required shall not relieve the Indemnifying Party from any liability which it may have to an Indemnified Party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 1.8, unless the Indemnifying Party was prejudiced materially by such failure, and in no event shall relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. If any such claim or action shall be brought against an Indemnified Party, it shall notify the Indemnifying Party thereof in writing within the time period required above and the Indemnifying Party shall retain be entitled to participate therein, and, to the extent that it wishes (if the Indemnified Party is a Selling Holder, jointly with any other similarly notified Indemnifying Party), to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to represent the Indemnified Party and any others of its election to assume the Indemnifying Party may designate in defense of such proceeding and claim or action, the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject not be liable (except to the terms hereofextent the proviso to this sentence is applicable, in which event it will be so liable) to indemnify the Indemnified Party under this Section 1.8 for any legal or other expenses subsequently incurred by the Indemnified Party in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then connection with the defense thereof; provided that each Indemnified Party shall have the right to retain employ separate counsel to represent it and assume its own counseldefense (in which case, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and shall not represent it) if (i) upon the Indemnified Party shall have mutually agreed to written advice of counsel that the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to cause an actual or potential differing interests and material conflict of interest between them. It is understood that , or (ii) in the event the Indemnifying Party has not assumed the defense thereof within fifteen (15) business days of receipt of written notice of such claim or commencement of action, and in which case the fees and expenses of one such separate counsel for all Indemnified Parties reasonably acceptable to the Indemnifying Party shall notbe paid by the Indemnifying Party. If the Indemnified Parties employ such separate counsel they will not enter into any settlement agreement without the prior written consent of the Indemnifying Party, in connection which consent shall not be unreasonably withheld. If the Indemnifying Party so assumes the defense thereof, it may not agree to any settlement of any such claim or 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, which consent shall not be unreasonably withheld. In any action hereunder as to which the Indemnifying Party has assumed the defense thereof with any proceeding or related proceedings counsel reasonably satisfactory to the Indemnified Party, the Indemnified Party shall continue to be entitled to participate in the same jurisdictiondefense thereof, with counsel of its own choice, and, except as set forth above, at its sole expense, and the Indemnifying Party shall not be liable obligated hereunder to reimburse the Indemnified Party for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredcosts thereof.

Procedure for Indemnification. In case Each party indemnified under ----------------------------- subsection (a) or (b) of this Section 6.04 (the "Indemnified Party") shall, ----------------- promptly after receipt of actual notice of any proceeding (including claim or the commencement of any governmental investigation) shall be instituted action against any such Indemnified Party in respect of which indemnity is sought pursuant may be sought, notify the party required to provide indemnification (the "Indemnifying Party") in writing of the claim or the ------------------ commencement thereof, provided that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to an Indemnified Party on account of the indemnity agreement contained in subsection (a) or (b) of this Section 2.016.04, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. If any such claim or action shall be brought against an Indemnified Party, it shall notify the Indemnifying Party thereof and the Indemnifying Party shall promptly notify be entitled to participate therein, and, to the applicable Indemnifying Party in writing. The extent that it wishes, jointly with any other similarly notified Indemnifying Party, upon request of to assume the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to represent the Indemnified Party and any others of its election to assume the Indemnifying Party may designate in defense of such proceeding and claim or action, the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject not be liable (except to the terms hereofextent the proviso to this sentence is applicable, in which event it will be so liable) to indemnify the Indemnified Party under this Section 6.04 for any legal or other expenses subsequently incurred by the Indemnified Party in writing or fails to retain such counsel within a connection with the defense thereof other than reasonable period costs of time after such notice was given, then the investigation; provided that each Indemnified Party shall have the right to retain employ separate counsel to represent it and assume its own counseldefense (in which case, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and shall not represent it) if (i) upon the Indemnified Party shall have mutually agreed to advice of counsel, the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) in the event the Indemnifying Party has not assumed the defense thereof within 10 days of receipt of notice of such claim or commencement of action, and in which case the fees and expenses of one such separate counsel shall be paid by the Indemnifying Party. It is understood that the The Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that unless conflicting interests of the Indemnified Parties make the retention of one firm on behalf of all of them unreasonable. If any Indemnified Party employs such fees and expenses separate counsel it will not enter into any settlement agreement which is not approved by the Indemnifying Party, such approval not to be unreasonably withheld. If the Indemnifying Party so assumes the defense thereof, it may not agree to any settlement of any such claim or action as the result of which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be reimbursed responsible hereunder, shall be applied to or against the Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. In any action hereunder as they are incurredto 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. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

Procedure for Indemnification. In case If there is asserted any proceeding claim, liability or obligation that in the judgment of a party indemnified above (including "INDEMNIFIED PARTY") may give rise to any governmental investigation) shall be instituted against any Purchaser Loss or Seller Loss (collectively, "INDEMNIFIED LOSS"), or if such Indemnified Party in respect determines the existence of which indemnity is sought pursuant to Section 2.01the foregoing, whether or not the same shall have been asserted, such Indemnified Party shall promptly notify give the applicable Indemnifying Party in writing. The Indemnifying Party, upon request party from whom indemnity is sought ("INDEMNITOR") notice (including reasonable detail of the facts giving rise to same) within thirty (30) Business Days of the assertion of any claim, liability or obligation, or within ten (10) Business Days of receipt of notice of the filing of any lawsuit based upon such assertion, or, with respect to a claim not yet asserted against Indemnified Party, shall acknowledge its obligation, subject to promptly upon the terms hereof, to indemnify the determination by Indemnified Party in writing and of the existence of the same. Indemnitor shall retain have the right to assume the defense of such claim, liability or obligation provided that Indemnitor retains experienced counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying provided that Indemnitor is reasonably able to meet its likely indemnification obligations; PROVIDED, Indemnified Party shall pay cooperate with Indemnitor in any such defense which Indemnitor assumes in the fees event Indemnitor makes such request to Indemnified Party and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselrequest is reasonable. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own participate in such defense, PROVIDED, HOWEVER, that if Indemnified Party retains separate counsel, and the fees and expenses of such counsel Indemnified Party shall be at assume the expense of the Indemnifying separate counsel. No settlement or adjustment shall be made without Indemnified Party's prior written consent (which consent shall not be unreasonably withheld) and, provided that Indemnitor is reasonably able to meet its likely indemnification obligations, Indemnitor's prior written consent (which consent shall not be unreasonably withheld). In Failure by Indemnified Party to give timely notice pursuant to this SECTION 5.3 shall not relieve Indemnitor of its obligations, except to the extent that Indemnitor is actually prejudiced by such failure to give timely notice. If Indemnitor elects not to assume the defense of any such proceedingclaim, any liability or obligation, Indemnified Party shall have the right to retain its own counselconduct such defense or settle such claim, but the fees and expenses following conclusion of such counsel shall be at the expense of such claim Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredmay claim against Indemnitor hereunder.

Procedure for Indemnification. In case Promptly upon becoming aware of a ----------------------------- claim for indemnification hereunder (whether as a result of any proceeding (including third party claim, suit, action or proceeding, or in connection with any governmental investigationother Losses which the indemnified party deems to be within the ambit of this Article XIII), the indemnified party shall give, in accordance with the terms of Section 16.1 below and Section 2(e) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01, such Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request of the Indemnified PartyDepository Agreement, shall acknowledge its obligationa notice of claims ("Claims Notice") to the indemnifying party, subject and if applicable, to the Depository Agent pursuant to the terms hereofof the Depository Agreement; provided, however, that to indemnify -------- ------- the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after extent such notice was given, then is given after the Indemnified Party shall have the right to retain its own counselDistribution, and the fees and expenses of such counsel shall be at the expense indemnifying party consists of the Indemnifying Party. In Shareholders, such notice shall be given to the Indemnification Committee, on behalf of the Indemnifying Shareholders, and thereafter, all references, in this Section 13.4 and in Sections 13.5 through 13.7 of this Agreement, to the indemnifying party, shall be to and mean the Indemnification Committee, on behalf of the Indemnifying Shareholders; provided, -------- further, that any such proceeding, claims made by any of Purchaser's Indemnified Party Persons shall have the right to retain its own counsel, but the fees and expenses be ------- made by Purchaser on behalf of such counsel shall be Indemnified Person (at the expense of such Indemnified Party unless Person who shall advance such expenses if requested by Purchaser) and any proceeds of any such claim received by Purchaser hereunder shall be forwarded promptly by Purchaser to such Indemnified Person. A Claims Notice shall set forth: (a) the preceding sentence aggregate amount of the indemnified party's Losses or an estimate thereof, in each case to the extent known or determinable at the time such Claims Notice is applicabledelivered, (b) a description in reasonable detail of the Indemnifying Party individual items of such Losses included in the amount so stated, the date each such item was paid or properly accrued or arose, and the Indemnified Party shall have mutually agreed nature of the misrepresentation, breach or claim to the retention of which such counsel or item is related, and (c) where the named parties indemnified party is Purchaser or one of Purchaser's Indemnified Persons, a calculation, based on the provisions of Section 13.3 of the number of Escrow Shares to any be released to the indemnified person in satisfaction of the claim made in such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation Claims notice. The giving of both parties by the same counsel would such Claims Notice shall not be inappropriate due a condition precedent to actual or potential differing interests between them. It is understood indemnification hereunder; provided, however, that the Indemnifying Party failure to give reasonably prompt notice shall notreduce the indemnified party's recovery from the indemnifying party only by an amount equal to the actual proved Losses caused by such delay. If the indemnifying party does not object to such claim within thirty (30) days of receiving such Claims Notice, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses indemnified party shall be reimbursed as they are incurredconclusively entitled to recover the amount of such claim.

Procedure for Indemnification. In case Promptly after receipt by an indemnified party under paragraphs 8.1 or 8.2 of the commencement of any proceeding (including action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any governmental investigation) liability that it may otherwise have to any indemnified party. If any such action shall be instituted brought against any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01, indemnified party and such Indemnified Party shall promptly notify indemnified party notifies the applicable Indemnifying Party in writing. The Indemnifying Party, upon request indemnifying party of the Indemnified Partycommencement thereof, shall acknowledge its obligation, subject the indemnifying party will be entitled to assume the defense thereof by notice in writing to the terms hereof, to indemnify the Indemnified Party in writing and shall retain indemnified party using counsel reasonably satisfactory to the Indemnified Party to represent indemnified party. After notice from the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related indemnifying party to such proceedingindemnified party of its election to assume the defense thereof, within a reasonable period using counsel reasonably satisfactory to the indemnified party, the indemnifying party will not be liable to such indemnified party for any legal expenses of time after such fees and disbursements are billed other counsel or any other expense, in each case subsequently incurred by such counsel. If indemnified party, in connection with the Indemnifying Party fails to acknowledge its obligation, subject defense thereof other than reasonable costs of investigation incurred prior to the terms hereofassumption by the indemnifying party, to indemnify unless such expenses have been specifically authorized in writing or fails by the indemnifying party, the indemnifying party has failed to retain such assume the defense and employ counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed reasonably satisfactory to the retention of such counsel indemnified party , or (c) the named parties to any such proceeding (including any impleaded parties) action include both the Indemnifying Party indemnified party and the Indemnified Party indemnifying party and such indemnified party has been advised by counsel that the representation of both parties such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in each of which cases the same jurisdiction, be liable fees of counsel for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall indemnified party will be reimbursed as they are incurredpaid by the indemnifying party.

Procedure for Indemnification. Any party entitled to indemnification under this Section 10 (an “Indemnified Party”) will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding (including any governmental investigation) shall be instituted or claim is brought against any an Indemnified Party in respect of which indemnity indemnification is sought pursuant hereunder, the indemnifying party shall be entitled to Section 2.01participate in and, such Indemnified Party shall promptly notify unless in the applicable Indemnifying Party in writing. The Indemnifying Party, upon request reasonable judgment of the Indemnified Party, shall acknowledge its obligation, subject counsel to the terms hereof, to indemnify the Indemnified Party in writing a conflict of interest between it and shall retain the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to 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 thirty (30) days of receipt of any indemnification notice to represent notify, in writing, such 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 assume the defense of any others such claim, proceeding or action, the Indemnifying Party may designate in Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding and the Indemnifying shall be losses subject to indemnification hereunder. The Indemnified Party shall pay cooperate fully with the fees indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and disbursements of such counsel related shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such proceeding, within a reasonable period action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of time after such fees and disbursements are billed by such counselthe defense or any settlement negotiations with respect thereto. If the Indemnifying Party fails indemnifying party elects to acknowledge its obligation, subject to the terms hereof, to indemnify in writing defend any such action or fails to retain such counsel within a reasonable period of time after such notice was givenclaim, then the Indemnified Party shall have 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 for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Section 9 to the right contrary, the indemnifying party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to retain its own counselentry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, and as an unconditional term thereof, the fees and expenses giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such counsel claim. The indemnity agreements contained herein shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right in addition to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) any cause of action or similar rights of the preceding sentence is applicableIndemnified Party against the indemnifying party or others, and (b) any liabilities the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would indemnifying party may be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredsubject to.

Procedure for Indemnification. In case any proceeding Direct Claims. Any claim by an Indemnified Person on account of Damages that do not result from a Third-Party Claim (including any governmental investigationa “Direct Claim”) shall be instituted against asserted by the Indemnified Person by giving the Indemnifying Party prompt written notice thereof. “Prompt” means within twenty (20) days after the first date on which the Indemnified Person learns about or reasonably should know about the Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure, or the liability of the Indemnifying Party is significantly increased by reason of such failure. The notice by the Indemnified Person must describe the Direct Claim and claimants in reasonable detail and must indicate the estimated amount, if reasonably practicable, of the Damages that have been or could be sustained by the Indemnified Person. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30) day period, the Indemnified Person shall allow the Indemnifying Party and its legal counsel or other representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any Indemnified Party amount is payable in respect of which indemnity is sought pursuant the Direct Claim and the Indemnified Person shall reasonably assist the Indemnifying Party’s investigation by giving such information and assistance (including access to Section 2.01the Indemnified Person’s premises and personnel and the right to examine and copy any accounts, such Indemnified Party shall promptly notify documents, files or records) as the applicable Indemnifying Party or any of its legal counsel or other representatives reasonably requests, in writing. The Indemnifying Partyeach such case, upon request in such a manner as not to unreasonably interfere with the normal operations or business of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselPerson. If the Indemnifying Party fails does not so respond within such thirty (30) day period, the Indemnifying Party is to acknowledge its obligationbe deemed to have rejected such Direct Claim, in which case the Indemnified Person shall be entitled to pursue such remedies as are available to the Indemnified Person on the terms and subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period provisions of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredthis Agreement.

Procedure for Indemnification. Any Party entitled to indemnification under this Section 8 (an “Indemnified Party”) will give written notice to the indemnifying party (“Indemnifying Party”) of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any Action, proceeding (including any governmental investigation) shall be instituted or claim is brought against any an Indemnified Party in respect of which indemnity indemnification is sought pursuant to Section 2.01hereunder, such Indemnified the Indemnifying Party shall promptly notify be entitled to participate in and, unless in the applicable Indemnifying Party in writing. The Indemnifying Party, upon request reasonable judgment of the Indemnified Party, shall acknowledge its obligation, subject counsel to the terms hereof, to indemnify the Indemnified Party in writing a conflict of interest between it and shall retain the Indemnifying Party may exist with respect of such Action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to 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 thirty (30) days of receipt of any indemnification notice to represent notify, in writing, such 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 any others until the Indemnifying Party may designate elects in writing to assume and does so assume the defense of 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 pay furnish to the fees and disbursements of such counsel related Indemnifying Party all information reasonably available to the Indemnified Party, which relates to such proceeding, within a reasonable period Action or claim. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to the status of time after such fees and disbursements are billed by such counselthe defense or any settlement negotiations with respect thereto. If the Indemnifying Party fails elects to acknowledge its obligation, subject to the terms hereof, to indemnify in writing defend any such Action or fails to retain such counsel within a reasonable period of time after such notice was givenclaim, then the Indemnified Party shall have the right be entitled to retain participate in such defense with counsel of its own counsel, choice at its sole cost and the fees and expenses of such counsel shall be at the expense of the expense. The Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain not be liable for any settlement of any Action, claim or proceeding affected without its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed prior written consent. Notwithstanding anything in this Section 8 to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that contrary, 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 connection with respect thereof which imposes any proceeding future obligation on the Indemnified Party or related proceedings 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 the same jurisdiction, respect of such claim. The indemnity agreements contained herein shall be liable for the reasonable fees and expenses of more than one separate firm (in addition to (a) any local counsel) for all such cause of Action or similar rights of the Indemnified PartiesParty against the Indemnifying Party or others, and that all such fees and expenses shall be reimbursed as they are incurred.and

Procedure for Indemnification. In case Each party indemnified under paragraph (a) or (b) of this SECTION 8 (the "INDEMNIFIED PARTY") shall, promptly after receipt of notice of any proceeding (including claim or the commencement of any governmental investigation) shall be instituted action against any such Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01may be sought, such Indemnified Party shall promptly notify the applicable Indemnifying Party party required to provide indemnification (the "INDEMNIFYING PARTY") in writing. The Indemnifying Party, upon request writing of the claim or the commencement thereof; provided that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to an Indemnified Party on account of the indemnity agreement contained in paragraph (a) or (b) of this SECTION 8, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. If any such claim or action shall be brought against an Indemnified Party, it shall acknowledge its obligationnotify the Indemnifying Party thereof and the Indemnifying Party shall be entitled to participate therein, subject and, to the terms hereofextent that it wishes, jointly with any other similarly notified indemnifying party, to indemnify assume the Indemnified Party in writing and shall retain defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to represent the Indemnified Party and any others of its election to assume the Indemnifying Party may designate in defense of such proceeding and claim or action, the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject not be liable (except to the terms hereofextent the proviso to this sentence is applicable, in which event it will be so liable) to indemnify the Indemnified Party under this SECTION 8 for any legal or other expenses subsequently incurred by the Indemnified Party in writing or fails to retain such counsel within a connection with the defense thereof other than reasonable period costs of time after such notice was given, then the investigation; provided that each Indemnified Party shall have the right to retain employ separate counsel to represent it and assume its own counseldefense (in which case, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and shall not represent it) if (i) upon the Indemnified Party shall have mutually agreed to advice of counsel, the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) in the event the Indemnifying Party has not assumed the defense thereof within ten (10) days of receipt of notice of such claim or commencement of action, and in which case the fees and expenses of one such separate counsel shall be paid by the Indemnifying Party. It If any Indemnified Party employs such separate counsel it will not enter into any settlement agreement which is understood that not approved by the Indemnifying Party, such approval not to be unreasonably withheld. If the Indemnifying Party so assumes the defense thereof, it may not agree to any settlement of any such claim or action as the result of which any remedy or relief, other than monetary damages for which the Indemnifying Party shall notbe responsible hereunder, shall be applied to or against the Indemnified Party, without the prior written consent of the Indemnified Party. 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. If the indemnification provided for in this Section 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 therein, 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 the Holder of Registrable Securities be required to contribute in excess of the amount of the net proceeds received by the Holder in connection with any proceeding or related proceedings the sale of Registrable Securities in the same jurisdictionoffering 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 liable deemed to include, for the reasonable fees and purposes of this paragraph, any legal or other expenses of more than one separate firm (in addition to any local counsel) for all reasonably incurred by such Indemnified Parties, and that all Party in connection with investigating or defending any such fees and expenses action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 12(f) of the Securities Act) shall be reimbursed as they are incurredentitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Procedure for Indemnification. In case any proceeding A Party (including any governmental investigationthe “Indemnitee”) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant that intends to Section 2.01, such Indemnified Party claim indemnification under Sections 7.1 (“Client Indemnification”) or 7.2 (“Catalent Indemnification”) shall promptly notify the applicable Indemnifying other Party in writing(the “Indemnitor”) of any claim, demand, action or other proceeding for which the Indemnitee intends to claim such indemnification. The Indemnifying PartyIndemnitor shall have the right to participate in, upon request of the Indemnified Party, shall acknowledge its obligation, subject and to the terms hereofextent the Indemnitor so desires, to indemnify assume the Indemnified Party in writing and shall retain defense thereof with counsel reasonably satisfactory to selected by the Indemnified Party to represent Indemnitor; provided, however, that the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party Indemnitee shall have the right to retain its own counsel, and with the fees and expenses of such counsel shall to be at paid by the expense Indemnitor, if representation of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties Indemnitee by the same counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between themthe Indemnitee and any other Party represented by such counsel in such proceeding. It The indemnity obligations under Sections 7.1 (“Client Indemnification”) and 7.2 (“Catalent Indemnification”) shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is understood 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 notice of any such claim or demand, or the commencement of any such action or other proceeding, to the extent 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 (“Client Indemnification”) and 7.2 (“Catalent Indemnification”) with respect thereto, and the omission so to deliver notice to the Indemnitor shall not relieve it of any liability that it may have to the Indemnifying Party Indemnitee otherwise than under Sections 7.1 (“Client Indemnification”) and 7.2 (“Catalent Indemnification”). The Indemnitor may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall notnot be unreasonably withheld or delayed. The Indemnitee, in connection its employees and agents shall reasonably cooperate with any proceeding or related proceedings the Indemnitor and its legal representatives in the same jurisdictioninvestigation and defense of any claim, be liable demand, action or other proceeding covered by this Section 7.3 (“Procedure for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredIndemnification”).

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 party 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 is prejudiced thereby. In case any proceeding (including any governmental investigation) such action shall be instituted brought against any Indemnified Party in respect of which indemnity is sought pursuant an indemnified party and it shall give written notice to Section 2.01, such Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request indemnifying party of the Indemnified Partycommencement thereof, the indemnifying party shall acknowledge its obligationbe entitled to participate therein and, subject to the terms hereofextent that it may wish, to indemnify assume the Indemnified Party in writing and shall retain defense thereof with counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselindemnified party. If the Indemnifying Party fails indemnifying party elects to acknowledge its obligationassume the defense of such action, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party indemnified party shall have the right to retain employ separate counsel at its own counsel, expense and to participate in the fees and expenses defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such counsel 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 Partyindemnifying party. In any such proceeding, any Indemnified Party shall have If the right to retain its own counsel, but action is asserted against both the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party indemnifying party and the Indemnified Party shall have mutually agreed to the retention indemnified party and there is a conflict of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by interests which renders it inappropriate for the same counsel would to represent both the indemnifying party and the indemnified party, the indemnifying party shall be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable responsible for paying for separate counsel for the reasonable fees and expenses of indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party shall not be responsible for paying for more than one separate firm (in addition of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. The indemnifying party shall have no liability with respect to any local counsel) for all such Indemnified Parties, and that all such fees and expenses compromise or settlement of any action effected without its written consent (which shall not be reimbursed as they are incurredunreasonably withheld).

Procedure for Indemnification. In case any proceeding Any party making a claim for indemnification hereunder (including any governmental investigationthe "INDEMNIFIED PARTY") shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01, such Indemnified Party shall promptly notify the applicable party whom indemnification is sought (the "INDEMNIFYING PARTY") of the claim in writing, describing in reasonable detail the claim and the amount thereof (to the extent known); provided, that the failure to provide prompt notice shall not relieve the Indemnifying Party in writingof its indemnification obligations hereunder except to the extent that the Indemnifying Party is actually prejudiced by the failure to give such prompt notice. The Indemnifying Party, upon request Party shall respond to each such claim within thirty (30) days of receipt of such notice. No action shall be taken pursuant to the provisions of this Agreement or otherwise by the Indemnified Party (unless reasonably necessary to protect the rights of the Indemnified Party) until the later of (a) the expiration of the 30-day response period, or (b) thirty (30) days following the termination of the 30-day response period if a response, received within such 30-day response period by the Indemnified Party, requests an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall acknowledge its obligation, subject be reduced to the terms hereofextent so cured within such 30-day cure period). If such demand is based on a claim by a third party, the Indemnifying Party shall have the right to indemnify assume the Indemnified Party in writing and shall retain entire control of the defense thereof, including at its own expense, employment of counsel reasonably satisfactory to the Indemnified Party to represent Party, and, in connection therewith, the Indemnified Party and any others shall cooperate fully with the Indemnifying Party and make available to the Indemnifying Party all pertinent information under its control; provided, that the Indemnified Party may designate participate in any proceeding with counsel of its choice at its expense. In such proceeding and event, the Indemnifying Party shall pay have the fees and disbursements right to settle or resolve any such claim by a third party; provided, that any such settlement or resolution contemplated by the Indemnifying Party that involves any action by the Indemnified Party other than the payment of such counsel related to such proceedingmoney which is paid in full by the Indemnifying Party shall not be concluded without the prior written approval of the Indemnified Party, within a reasonable period of time after such fees and disbursements are billed by such counselwhich approval shall not be unreasonably withheld, delayed or conditioned. If the Indemnifying Party fails timely to acknowledge its obligationdefend against such Proceeding, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counseldo so, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceedingincluding, any Indemnified Party shall have without limitation, the right to retain its own counselmake any compromise or settlement thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed be entitled to recover the cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such Proceeding (but subject, in all cases, to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party applicable conditions and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, limits contained in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredthis Article 7).

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 5.7(a) or 5.7(b) 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 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 is prejudiced thereby. In case any proceeding (including any governmental investigation) such action shall be instituted brought against any Indemnified Party in respect of which indemnity is sought pursuant an indemnified party and it shall give written notice to Section 2.01, such Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request indemnifying party of the Indemnified Partycommencement thereof, the indemnifying party shall acknowledge its obligationbe entitled to participate therein and, subject to the terms hereofextent that it may wish, to indemnify assume the Indemnified Party in writing and shall retain defense thereof with counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselindemnified party. If the Indemnifying Party fails indemnifying party elects to acknowledge its obligationassume the defense of such action, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party indemnified party shall have the right to retain employ separate counsel at its own counsel, expense and to participate in the fees and expenses defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such counsel 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 Partyindemnifying party. In any such proceeding, any Indemnified Party shall have If the right to retain its own counsel, but action is asserted against both the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party indemnifying party and the Indemnified Party shall have mutually agreed to the retention indemnified party and there is a conflict of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by interests which renders it inappropriate for the same counsel would to represent both the indemnifying party and the indemnified party, the indemnifying party shall be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable responsible for paying for separate counsel for the reasonable fees and expenses of indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party 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 party elects to assume the defense of such 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 unreasonably withheld) unless the sole relief provided is monetary damages that are paid in addition full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any local counsel) for all such Indemnified Parties, and that all such fees and expenses compromise or settlement thereof effected without its written consent (which shall not be reimbursed as they are incurredunreasonably withheld).

Procedure for Indemnification. 24.1. In case the event that any proceeding person (including any governmental investigationan “Indemnified Party”) shall be instituted against any Indemnified Party in respect of which indemnity entitled to indemnification under Section 23 is sought pursuant to Section 2.01seeking indemnification, such Indemnified Party shall promptly notify the applicable Indemnifying indemnifying Party (“Indemnitor”) in writingwriting of the claim (and in reasonable detail); provided, however, that failure to give such notification shall not affect the indemnification to be provided hereunder except to the extent Indemnitor shall have been actually prejudiced as a result of such failure. As a condition to indemnification under this Agreement, Indemnitor, in its sole discretion, may manage and control, at its sole expense, the defense of the claim and its settlement. The Indemnifying Indemnified Parties shall provide Indemnitor with reasonable assistance and cooperation and all material relevant information to support the defense of any indemnified claim, and Indemnitor shall reimburse the Indemnified Parties for their reasonable out-of-pocket expense incurred in connection with such assistance and cooperation. Indemnitor shall not accept any settlement which imposes liability not covered by the indemnification provided under this Agreement or imposes any obligation on, or otherwise adversely affects, the LACEY Indemnified Parties or the DSCO Indemnified Parties without the prior written consent of such affected Indemnified Party, upon request of as applicable. Indemnitor shall have no obligation to indemnify the Indemnified Parties in connection with any settlement made without Indemnitor’s written consent. Except for such assistance and cooperation as may reasonably be requested by Indemnitor, nothing contained in this Section 24 shall require the Indemnified Party to take any action in its own name in defending any claim, action or proceedings; however, the Indemnified Party, shall acknowledge at is option and expense, may review and comment on the defense of any claim through its obligationown counsel. If (i) in the opinion of counsel for the Indemnified Party, subject to the terms hereof, to indemnify representation of the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel retained by Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other Party represented by such counsel in such proceedings, or (ii) the named parties to any such proceeding (including the impleaded parties) include both Indemnitor and the Indemnified Party, and representation of both Parties by the same counsel would be inappropriate in the opinion of the Indemnified Party’s counsel due to actual or potential differing interests between them; in any such case, one firm of attorneys separate from Indemnitor’s counsel may be retained to represent the Indemnified Party at Indemnitor’s expense. It is understood that As the Indemnifying Parties intend complete indemnification, all reasonable attorneys’ fees and expenses incurred by an Indemnified Party shall not, in connection with any proceeding or related proceedings in the same jurisdictionenforcement of Sections 23.1, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties23.2, and that all such fees and expenses 23.3 shall also be reimbursed as they are incurredby Indemnitor.

Procedure for Indemnification. In case As soon as reasonably practicable after receipt by a party indemnified pursuant to this Agreement (an "Indemnified Party') of notice of any proceeding (including any governmental investigation) shall be instituted against any Indemnified Party Loss in respect of which a party providing indemnification (an "Indemnifying Party") may be liable under this Section, the Indemnified Party shall give notice thereof to the Indemnifying Party. The Indemnified Party may, at its option, claim indemnity is sought pursuant to under this Section 2.01as soon as a claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as counsel for such Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the good faith determine that such claim is not frivolous and that such Indemnified Party in writing may be liable or otherwise incur a Loss as a result thereof and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements give notice of such counsel related determination to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any The Indemnified Party shall have permit the right to retain its own counselIndemnifying Party, but the fees and expenses of such counsel shall be at the expense Indemnifying Party's option and expense, to assume the defense of any such Indemnified Party unless (a) the preceding sentence is applicable, (b) claim by counsel mutually and reasonably satisfactory to the Indemnifying Party and the Indemnified Party shall have mutually agreed Party, and to settle or otherwise dispose of the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and same; provided however that the Indemnified Party may at times participate in such defense at the Indemnified Party `s expense; and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood provided, further that the Indemnifying Party shall not, in defense of any such claim, consent to the entry of any judgment or enter into any settlement (1) that does not include as an unconditional term thereof of the giving by the claimant or plaintiff in question to the Indemnified Party and its subsidiaries of a release of all liabilities in respect of such claims, or (2) that provides for injunctive or other non-monetary relief affecting the Indemnified Party. If the Indemnifying Party does not promptly assume the defense of such claim irrespective of whether such inability is due to the inability of the Indemnified Party and the Indemnifying Party to mutually agree as to the choice of counsel, or if, under applicable standards of professional conduct, a conflict or potential conflicts of interest exists between the Indemnified Party and the Indemnifying Party, then the Indemnified Party may assume such defense and be entitled to indemnification and prompt reimbursement -from the Indemnifying Party for its costs and expenses incurred in connection with any proceeding or related proceedings in the same jurisdictiontherewith, be liable for the including without limitation, reasonable attorneys' fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such expenses. Such fees and expenses shall be reimbursed to the Indemnified Party as they are incurredsoon as practicable after submission of invoices to the Indemnifying Party.

Procedure for Indemnification. In case (a) Promptly after receipt by an indemnified party under Section 6.2 or 6.3 (an “Indemnified Party”) of notice of commencement of any proceeding (including any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant third-party claim that may give rise to Section 2.01an indemnification obligation under this Article VI, such Indemnified Party shall promptly notify will give notice to each party against whom indemnity may be sought (an “Indemnifying Party”) in writing of the applicable commencement of such claim, together with the estimated amount of such claim (if known), and the Indemnifying Party in writing. The shall have the right to assume the defense (at the Indemnifying Party, upon request ’s expense) of any such claim through counsel of the Indemnifying Party’s own choosing by so notifying the Indemnified Party within thirty (30) days of the first receipt by any Indemnifying Party of such notice from the Indemnified Party; provided, however, that any such counsel shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel be reasonably satisfactory to the Indemnified Party to represent Party. In the Indemnified Party and any others event the Indemnifying Party may designate in assumes such proceeding and defense, the Indemnifying Party shall pay not be liable under this Article VII for any fees or other expenses with respect to the fees and disbursements defense of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed claim incurred by such counsel. If the Indemnified Party or any compromise or settlement effected by the Indemnified Party without the Indemnifying Party fails Party’s written consent. The party controlling the defense of any third party suit, action or proceeding shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other party with respect thereto. Failure to acknowledge its obligation, subject give notice of commencement of a claim shall not affect the indemnification obligations hereunder except to the terms hereofextent of actual and material prejudice determined in accordance with the provisions of Section 8.11. Notwithstanding the foregoing, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the each Indemnified Party shall have the right to retain its own counselemploy separate counsel in such claim and participate in, and but not control, the defense thereof, provided that the fees and expenses of such counsel shall be at the expense of (other than expenses reasonably incurred prior to the Indemnifying Party. In any such proceeding, any Indemnified Party shall have ’s assumption of the right to retain its own counsel, but the fees and expenses of such counsel defense) shall be at the expense of such Indemnified Party unless unless: (a) the preceding sentence is applicable, (bi) the Indemnifying Party has agreed to pay such expenses; (ii) the Indemnifying Party has failed promptly to assume the defense and the employ counsel reasonably satisfactory to such Indemnified Party shall have mutually agreed or fails to conduct the retention of such counsel defense actively and diligently; or (ciii) the named parties to any such proceeding Proceeding (including any impleaded parties) include both any Indemnified Party and the Indemnifying Party or an Affiliate of the Indemnifying Party, and such Indemnified Party shall have been advised by counsel in writing that either (x) there may be one or more legal defenses available to it which are different from or in addition to those available to the Indemnifying Party or such Affiliate or (y) a conflict of interest is reasonably likely to exist if such counsel represents such Indemnified Party and representation of both parties by the same Indemnifying Party or its Affiliate. Notwithstanding the foregoing, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel would be inappropriate due to actual in the circumstances described in clause (ii) or potential differing interests between them. It is understood that (iii) in the immediately preceding sentence, the Indemnifying Party shall not, in connection with any proceeding one such Proceeding or separate but substantially similar or related proceedings Proceedings in the same jurisdictionjurisdiction arising out of the same general allegations or circumstances, be liable responsible hereunder for the reasonable fees and expenses of more than one such separate firm counsel for all Indemnified Parties (in addition to any one local counsel) counsel for all such Indemnified Parties), which counsel shall be designated by such Indemnified Parties. Without the consent of the Indemnified Party, the Indemnifying Party or parties shall not consent to, and the Indemnified Party shall not be required to agree to, the entry of any judgment or enter into any settlement unless such judgment or settlement (i) includes as an unconditional term thereof the giving of a release from all Liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that all is the subject of such fees third-party claim; (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an Indemnified Party; and expenses (iii) does not otherwise adversely affect an Indemnified Party. Without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), the Indemnified Party or parties shall not consent to, and the Indemnifying Party shall not be required to agree to, the entry of any judgment relating to Tax Claims or enter into any settlement relating to Tax Claims. If notice is given to an Indemnifying Party of the commencement of a claim and the Indemnifying Party does not, within thirty (30) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense of such claim, the Indemnifying Party will be bound by any determination made with respect to such claim or any compromise or settlement effected by the Indemnified Party. Notwithstanding anything to the contrary in this Agreement, if a settlement offer solely for money damages is made by a third party and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement offer and pay the total amount called for by such offer (subject only to the limitations in Section 6.5), and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such third party claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such third party claim that the Indemnifying Party has an obligation to pay hereunder shall be reimbursed as they are incurredlimited to the lesser of (x) the amount of the settlement offer that the Indemnified Party declined to accept, or (y) the aggregate Damages of the Indemnified Party with respect to such third party claim (subject only to the limitations in Section 6.5).

Procedure for Indemnification. In case Promptly after a party hereto (hereinafter the "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person") or the commencement of any action or proceeding by a Third Person, the Indemnified 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 of such claim or the commencement of such action or proceeding (including any governmental investigation) the "Notice"). The Notice shall be instituted against any Indemnified Party in respect state the nature and the basis of which indemnity is sought pursuant to Section 2.01, such Indemnified Party shall promptly notify claim and a reasonable estimate of the applicable Indemnifying Party in writingamount thereof. The Indemnifying Party, upon request after receipt of the Notice, shall defend and settle, at its own expense and by its own counsel, each such matter so long as the Indemnifying Party pursues the same diligently and in good faith and the claim does not involve injunction or equitable relief or involve criminal penalties. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records or information reasonably requested by the Indemnifying Party that are in the Indemnified Party's possession or control. Notwithstanding the foregoing, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain participate in any matter through counsel of its own counselchoosing at its own expense, provided that the Indemnifying Party's counsel shall always be lead counsel and shall determine all litigation and settlement steps, strategy and the fees like. After the Indemnifying Party has received the Notice, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability, except to the extent such participation is requested by the Indemnifying Party, in which event the Indemnified Party shall be reimbursed by the Indemnifying Party for reasonable additional legal expenses, out-of-pocket and allocable share of employee compensation incurred in connection with such participation for any employee whose participation is so requested. 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, the Indemnified Party may undertake such defense through counsel of its choice and at the Indemnifying Party's expense. In each case where the Indemnifying Party is obligated to pay the costs and expenses of the Indemnified Party, the Indemnifying Party shall pay the costs and expenses of the Indemnified Party as such counsel shall be at costs and expenses are incurred. If the expense Indemnifying Party desires to accept a final and complete settlement of any such Third Person claim and the Indemnified Party refuses to consent to such settlement, then the Indemnifying Party. In any 's liability under this Section with respect to such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel Third Person claim shall be at limited to the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party amount so offered in settlement by said Third Person and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both reimburse the Indemnifying Party and the Indemnified Party and representation for any additional costs of both parties by the same counsel would be inappropriate due defense which it subsequently incurs with respect to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredclaim.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against any Indemnified Party Subject to rights of offset, recoupment or calculation set forth in respect of which indemnity is sought this Agreement, in the event a party intends to seek indemnification pursuant to Section 2.01the provisions of Sections 10.1 or 10.2 hereof (the "INDEMNIFIED PARTY"), such the Indemnified Party shall promptly notify give notice hereunder to the applicable other party (the "INDEMNIFYING PARTY") after obtaining written notice of any claim, investigation, or the 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 Indemnifying Party because of the indemnification provided for in writing. The Section 10.1 or 10.2 hereof, and, if such indemnity shall arise from the claim of a third party, the Indemnified Party shall permit the Indemnifying PartyParty to assume the defense of any such claim and any litigation resulting from such claim; PROVIDED, upon request 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 with substantial certainty result in a material interruption or disruption of the Business of the Indemnified Party, taken as a whole, or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall acknowledge its obligation, subject not be affected by any failure of the Indemnified Party to the terms hereof, to indemnify give such notice (or by delay by the Indemnified Party in writing giving such notice) unless, and shall retain counsel reasonably satisfactory then only to the Indemnified Party to represent extent that, the Indemnified Party rights and any others the Indemnifying Party may designate in such proceeding and remedies of the Indemnifying Party shall pay have been prejudiced as a result of the fees and disbursements failure to give, or delay in giving, such notice. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such counsel related claim or action by a third party within twenty (20) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to defend such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselclaim or action. If the Indemnifying Party fails assumes the defense of such claim, investigation or Proceeding resulting therefrom, the obligations of the Indemnifying Party hereunder as to acknowledge its obligationsuch claim, subject 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 damages caused by or arising out of any settlement approved by the Indemnifying Party or any judgment entered in connection with such claim, investigation or Proceeding, except where, and only to the terms hereofextent that, the Indemnifying Party has been prejudiced by the actions or omissions of the Indemnified Party. The Indemnifying Party shall not, in the defense of such claim or any Proceeding resulting therefrom, consent to indemnify entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned) 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 and no material effect on any claims that could reasonably be expected to be made against the Indemnified Party (ii) the sole relief provided is monetary damages and (iii) the settlement shall include the giving by the claimant or the plaintiff to the Indemnified Party a release from all Liability in respect to such claim or litigation. If the Indemnifying Party assumes the defense of such claim, investigation or Proceeding resulting therefrom, the Indemnified Party shall be entitled to participate in the defense of the 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. The Indemnified Party shall bear the fees and expenses of any additional counsel retained by it to participate in its defense unless any of the following shall apply: (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party; or fails (ii) the Indemnifying Party's legal counsel shall advise the Indemnifying Party in writing, with a copy to retain such counsel within the Indemnified Party, that there is a reasonable period conflict of time after such notice was giveninterest that 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 shall have the right to retain its own counsel, and the fees and expenses of such may employ separate counsel shall be at the expense of the Indemnifying Party to represent the Indemnified Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel in no event shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and be obligated to pay the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees costs and expenses of more than one such separate firm counsel for any one complaint, claim, action or Proceeding in any one jurisdiction. If the Indemnifying Party does not assume the defense of any such claim by a third party or litigation resulting therefrom after receipt of notice from the Indemnified Party, the Indemnified Party may defend against such claim or litigation in such manner as it reasonably deems appropriate, and unless the Indemnifying Party shall deposit with the Indemnified Party a sum equivalent to the total amount demanded in such 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 claim or Proceeding on such terms as it may reasonably deem appropriate and the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of such settlement and for all costs (including attorneys' fees), expenses and damages incurred by the Indemnified Party in addition connection with the defense against or settlement of such claim, investigation or litigation, or if any such claim or litigation is not so settled, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to any local claim by a third party in such litigation and for all costs (including attorneys' fees), expenses and damage incurred by the Indemnified Party in connection with the defense against such claim or litigation, whether or not resulting from, arising out of, or incurred with respect to, the act of a third party. Each party shall cooperate in good faith and in all respects with each Indemnifying Party and its representatives (including without limitation its counsel) for all such Indemnified Partiesin the investigation, negotiation, settlement, trial and/or defense of any Proceedings (and that all such fees any appeal arising therefrom) or any claim. The parties shall cooperate with the other in any notifications to and expenses information requests of any insurers. No individual representative of any Person, or their respective Affiliates shall be reimbursed personally liable for any Loss under this Agreement, except as they are incurredspecifically agreed to by said individual representative.

Procedure for Indemnification. In case 7.7.1. If any proceeding (including any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01, such Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request of the Indemnified PartyPersons sustains or incurs any Loss due to a Seller Indemnification Event set out under Clause 7.1 (excluding sub-clause (iv) or under Clause 7.3, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others seeks indemnity from the Indemnifying Party may designate in such proceeding and (“Indemnity Claim”), the Indemnified Persons shall issue a notice to the Indemnifying Party (“Indemnification Notice”) describing in reasonable detail the Losses (including estimate for the amount of Loss, if practicable) sustained or incurred by the Indemnified Persons within 15 (fifteen) Business Days of the occurrence of the Seller Indemnification Event; provided that failure to give an Indemnification Notice shall pay not prejudice the fees and disbursements right of the Indemnified Persons to seek indemnification from the Indemnifying Party under this Clause other than to the extent such delay results in an adverse impact on the defense of such counsel related to such proceeding, within a reasonable period Claims and/ or in an increase in the liability of time after such fees and disbursements are billed by such counselthe Indemnifying Party. If the Indemnifying Party fails to acknowledge its obligation, subject disputes the liability to the terms hereof, Indemnified Persons with respect to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was giventhe Indemnification Notice, then the Indemnified Indemnifying Party shall have deliver to the right to retain its own counselIndemnified Persons, and a notice stating in reasonable detail the fees and expenses of basis for such counsel shall be at dispute (“Indemnification Dispute Notice”) within 30 (thirty) days after receiving the expense of Indemnification Notice. If the Indemnifying Party. In any such proceedingParty delivers an Indemnification Dispute Notice to the Indemnified Persons, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) then the Indemnifying Party and the Indemnified Party Persons shall have mutually agreed negotiate for a period of 30 (thirty) calendar days to resolve such dispute (“Indemnity Dispute Resolution Period”) and if such dispute is not resolved within the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both Indemnity Dispute Resolution Period, then either the Indemnifying Party and or the Indemnified Persons may submit such dispute for resolution in terms of Clause 12. However, if the Indemnifying Party and representation does not dispute the Indemnification Notice, then within 15 (fifteen) days of both parties by receipt of the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that Indemnification Notice, the Indemnifying Party shall not, in connection with any proceeding or related proceedings in absolutely and unconditionally indemnify the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredPersons.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against involving any Indemnified Party Person in respect of which indemnity is may be sought pursuant to Section 2.014.01 or 4.02, such Person (hereinafter called the "Indemnified Party Party") shall promptly notify the applicable person against whom such indemnity may be sought (hereinafter called the "Indemnifying Party Party") in writing. The Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after as and when such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is 47 understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.

Procedure for Indemnification. In case the event any proceeding 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 shall give written notice to such effect to the indemnifying party promptly upon becoming aware thereof. In such event, within 20 days after written notice by the indemnified party (including any governmental investigationthe “Notice”) of such demand, 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 instituted against any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01, such Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party indemnified party) to represent defend any such demand, claim or lawsuit (provided, however, that the Indemnified Party failure to give such Notice shall not relieve the indemnifying party of its obligations hereunder unless, and any others only to the Indemnifying Party may designate extent that, such failure caused the damages for which the indemnifying party is obligated to 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 proceeding defense at its sole cost and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceedingexpense, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligationprovided that, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) if the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party indemnifying party and the Indemnified Party 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 own counsel at the cost and expense of the indemnifying party. It is understood In the event that the Indemnifying Party indemnifying party shall notfail to respond within 20 days after receipt of the Notice from the indemnified party of any such demand, claim or lawsuit, then the indemnified party may retain counsel and conduct the defense of such demand, claim or lawsuit, as it may in connection with any proceeding or related proceedings in its sole discretion deem proper, at the same jurisdictionsole cost and expense of the indemnifying party. With regard to claims of third parties for which indemnification is payable hereunder, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses indemnification shall be reimbursed paid in advance of settlement or final adjudication thereof on a current basis within 30 days of receipt from the indemnified party of such supporting documentation as they the indemnifying party may reasonably request. The Acquisition of the Company Common Stock . The Seller, the Company and the Purchasers understand and agree that the consummation of this Agreement including the sale, transfer and issuance of the Company common stock to the Purchasers as contemplated hereby constitutes the offer and sale of securities under the Securities Act and applicable state statutes. The Company and the Purchasers agree that such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes, which depend, among other items, on the circumstances under which such securities are incurredacquired.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted If a claim by a third party is made against any party hereto, and such party (the "Indemnified Party in Party") intends to seek indemnity with respect of which indemnity is sought pursuant to such claim under this Section 2.01, VII such Indemnified Party shall promptly notify the applicable party from whom such indemnity may be sought (the "Indemnifying Party in writingParty") of such claim. The Indemnifying PartyParty shall have thirty (30) days after receipt of the above-mentioned notice to undertake, upon request conduct and control, through counsel of such party's own choosing (subject to the consent of the Indemnified Party, shall acknowledge its obligationsuch consent not to be unreasonably withheld) and at such party's expense, subject to the terms hereofsettlement or defense of it, to indemnify and the Indemnified Party shall cooperate with the Indemnifying Party in writing and connection with such efforts: provided that: (i) the Indemnifying Party shall retain counsel reasonably satisfactory not by this Agreement permit to exist any lien, encumbrance or other adverse charge upon any asset of any Indemnified Party, (ii) the Indemnifying Party shall permit the Indemnified Party to represent participate in such settlement or defense through counsel chosen by the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceedingParty, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and provided that the fees and expenses of such counsel shall be borne by the Indemnified Party, and (iii) the Indemnifying Party shall agree promptly to reimburse the Indemnified Party for the full amount of any loss resulting from such claim and all related expense incurred by the Indemnified Party pursuant to this Section VII. 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. If the Indemnified Party does not notify the Indemnified Party within thirty (30) days after receipt of the Indemnified Party's notice of a claim of indemnify under this Section VI that such party elects to undertake the defense of such claim, the Indemnified Party shall have the right to contest, settle or compromise the claim in the exercise of the Indemnified Party's exclusive discretion at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall notwithin 30 days pay to the Indemnified Party the amount of expenses and damages as a result of contesting, settling or compromising such claim. In the event that any party hereto shall incur any Damages in connection with any proceeding or related proceedings in respect of which indemnity may be sought by such party pursuant to this Section VII. the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses Indemnifying Party shall be reimbursed as they are incurredgiven written notice thereof by the indemnified Party, which notice shall specify the amount and nature of such Damages and include the request of the Indemnified Party for indemnification of such amount. The Indemnifying party shall within 30 days pay to the Indemnified Party the amount of the Damages so specified.

Procedure for Indemnification. In case any proceeding If a complaint, claim or legal action is brought or made by a third party (including any governmental investigation"Third Party Claim") shall be instituted against any as to which the Company or Investor is entitled to indemnification hereunder ("Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01Party"), such the Indemnified Party shall give written notice of such Third Party Claim to the indemnifying party ("Indemnifying Party") promptly notify after the applicable Indemnified Party receives notice thereof, which notice shall include a copy of any letter, complaint or similar writing received by the Indemnified Party; provided, however, that any failure to provide, or delay in providing such notification shall not constitute a bar or defense to indemnification except to the extent the Indemnifying Party in writinghas suffered actual material loss thereby. The Indemnifying Party, upon request Party shall have the right to assume the defense of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified such Third Party in writing and shall retain Claim with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to represent the Indemnified Party and any others of the Indemnifying Party's election so to assume the defense of such Third Party may designate in such proceeding and Claim, the Indemnifying Party shall pay not be liable to the fees and disbursements Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselThird Party Claim except as hereinafter provided. If the Indemnifying Party fails elects to acknowledge its obligationassume such defense and selects such counsel, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain may participate in such defense through its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own separate counsel, but the fees and expenses of such counsel shall be at borne by the expense of such Indemnified Party unless (ai) otherwise specifically agreed in writing by the preceding sentence is applicableIndemnifying Party, or (bii) counsel selected by the Indemnifying Party determines that because of a conflict of interest between the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both for the Indemnifying Party cannot adequately represent both parties in conducting the defense of such action (in which case the Indemnifying Party shall not have the right to direct the defense of such Third Party Claim on behalf of the Indemnified Party). In such event, however, the Indemnifying Party shall not be held liable for any settlement effected without the written consent of such Indemnifying Party. The failure of the Indemnifying Party to notify an Indemnified Party of its election to defend such Third Party Claim within twenty-one (21) days after notice thereof was given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its rights to defend such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the obligations of the Indemnifying Party shall include taking all steps reasonably necessary in the defense of such Third Party Claim and holding the Indemnified Party harmless from and representation against any and all damages caused by or arising out of both parties by any settlement or any judgment in connection with such claim or litigation, subject to the same counsel would be inappropriate due to actual limitations on liability set forth herein. The Indemnifying Party may not settle such Third Party Claim without the consent of the Indemnified Party unless such settlement involves solely the payment of money and the giving of customary releases. If the Indemnifying Party does not assume the defense of such Third Party Claim in accordance with this Section, the Indemnified Party may defend against such claim or potential differing interests between them. It is understood litigation in such manner as it deems appropriate; provided, however, that the Indemnified Party may not settle such Third Party Claim without the prior written consent of the Indemnifying Party; provided, further, that the Indemnifying Party may not withhold such consent unless it has provided security of a type and in an amount reasonably acceptable to the Indemnified Party for the payment of its indemnification obligations with respect to such Third Party Claim. The Indemnifying Party shall notpromptly reimburse the Indemnified Party for the amount of such settlement, in connection or for the amount of any judgment rendered with any proceeding or related proceedings respect to such Third Party Claim, and for all costs and expenses incurred by the Indemnified Party in the same jurisdictiondefense of such claim, be liable for subject to the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredlimitations on liability set forth herein.

Procedure for Indemnification. In case Each party indemnified under subsection (a) or (b) of this Section 5.01 (the "Indemnified Party") shall, promptly after receipt of actual notice of any proceeding (including claim or the commencement of any governmental investigation) shall be instituted action against any such Indemnified Party in respect of which indemnity is sought pursuant may be sought, notify the party required to provide indemnification (the "Indemnifying Party") in writing of the claim or the commencement thereof, provided that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to an Indemnified Party on account of the indemnity agreement contained in subsection (a) or (b) of this Section 2.015.01, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall such failure relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. If any such claim or action shall be brought against an Indemnified Party, it shall notify the Indemnifying Party thereof and the Indemnifying Party shall promptly notify be entitled to participate therein, and, to the applicable Indemnifying Party in writing. The extent that it wishes, jointly with any other similarly notified Indemnifying Party, upon request of to assume the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to represent the Indemnified Party and any others of its election to assume the Indemnifying Party may designate in defense of such proceeding and claim or action, the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject not be liable (except to the terms hereofextent the proviso to this sentence is applicable, in which event it will be so liable) to indemnify the Indemnified Party under this Section 5.01 for any legal or other expenses subsequently incurred by the Indemnified Party in writing or fails to retain such counsel within a connection with the defense thereof other than reasonable period costs of time after such notice was given, then the investigation; provided that each Indemnified Party shall have the right to retain employ separate counsel to represent it and assume its own counseldefense (in which case, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and shall not represent it) if (i) upon the Indemnified Party shall have mutually agreed to advice of counsel, the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) in the event the Indemnifying Party has not assumed the defense thereof within 10 days of receipt of notice of such claim or commencement of action, and in which case the fees and expenses of one such separate counsel shall be paid by the Indemnifying Party. It is understood that the The Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that unless conflicting interests of the Indemnified Parties make the retention of one firm on behalf of all of them unreasonable. If any Indemnified Party employs such fees and expenses separate counsel it will not enter into any settlement agreement which is not approved by the Indemnifying Party, such approval not to be unreasonably withheld. If the Indemnifying Party so assumes the defense thereof, it may not agree to any settlement of any such claim or action as the result of which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be reimbursed responsible hereunder, shall be applied to or against the Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. In any action hereunder as they are incurredto 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. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

Procedure for Indemnification. In case Each Indemnified Party (Buyer Indemnified Party and Seller Indemnified Party) under this Section 7 shall, promptly after the receipt of notice of the commencement of any proceeding (including any governmental investigation) shall be instituted claim against any such Indemnified Party in respect of which indemnity is may be sought pursuant from a Party under this Section, notify the other Party in writing of the commencement thereof. The omission of any Indemnified Party to Section 2.01, so notify such Party of any such action shall not relieve such Party from any liability which it may have to such Indemnified Party under this Section unless, and only to the extent that, such omission results in such Party’s loss of substantive or practical rights or defenses. In case any such claim shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request of the be brought against any Indemnified Party, and it shall acknowledge notify the other Party of the commencement thereof, such other Party shall be entitled to assume the defense thereof at its obligationexpense, subject with counsel satisfactory to the terms hereof, to indemnify the such Indemnified Party in writing and shall retain counsel reasonably satisfactory to the its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to represent the Indemnified Party and any others the Indemnifying Party may designate participate in such proceeding defense at its own expense. Notwithstanding the foregoing, in any claim in which both the Buyer or Seller, on the one hand, and an Indemnified Party, on the Indemnifying Party shall pay the fees and disbursements of other hand, are, or are reasonably likely to become, a party, such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain employ separate counsel and to control its own counsel, and the fees and expenses defense of such claim if, in the reasonable opinion of counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless Party, either (ax) the preceding sentence is applicable, (b) the Indemnifying Party and one or more defenses are available to the Indemnified Party shall have mutually agreed that are not available to the retention of such counsel other Party, or (cy) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual a conflict or potential differing interests conflict exists between them. It is understood the Buyer or Seller, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party against which indemnification is sought (i) shall not, in connection with any proceeding or related proceedings in the same jurisdiction, not be liable for the reasonable fees and expenses of more than one separate firm (in addition counsel to any local counsel) for all such Indemnified Parties, and that (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action, as such expenses are incurred. Each Party agrees that it will not, without the prior written consent of the Party seeking indemnification, settle, compromise, or consent to the entry of any judgment in any pending or threatened claim relating to the matters contemplated hereby unless such settlement, compromise, or consent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such claim. Upon making any payment to an Indemnified Party for a loss under this Section, the Party against which indemnification is sought shall be reimbursed as they are incurredsubrogated to any rights that the Indemnified Party may have against any other person with respect to the subject matter underlying such indemnification claim.

Procedure for Indemnification. In case any proceeding The procedure for indemnification shall be as follows: The party claiming indemnification (including any governmental investigationthe “Claimant”) shall be instituted against any Indemnified Party in respect of which indemnity give reasonably prompt notice to the party from whom indemnification is sought pursuant to Section 2.01, such Indemnified Party shall promptly notify claimed (the applicable Indemnifying Party in writing. The “Indemnifying Party”) of any claim, upon request whether between the parties or brought by a third party, specifying (a) the factual basis for such claim and (b) the amount of the Indemnified Partyclaim. Following receipt of notice from the Claimant of a claim, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in shall have twenty (20) days (or such proceeding shorter period of time as is required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party shall pay agree at or prior to the fees expiration of twenty (20) day period (or any mutually agreed upon extension thereof) to the validity and disbursements amount of such counsel related claim, the Indemnifying Party shall immediately pay to the Claimant the full amount. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such proceedingclaim, within a reasonable period of time after such fees and disbursements are billed by such counselthe Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party fails elects to acknowledge assume control of the defense of any third-party claim at its obligationsole cost and expense, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense; provided, if requested to participate at Indemnifying Party’s request or if the Claimant reasonably believes (based upon an opinion of counsel, ) that a conflict of interest exists between Claimant and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have then the right to retain its own counsel, but the fees and Claimant will be reimbursed for reasonable expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themcounsel. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred[***].

Procedure for Indemnification. In The relevant Dealer or Dealers will promptly notify each Relevant Issuer and the Guarantor (in the case of a Subsidiary Issuer) in writing of any proceeding (including any governmental investigation) shall be instituted against any Indemnified Party claim in respect of which indemnity indemnification may be sought under Clause 4.1.2 of this Agreement against such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, provided that (i) the omission so to notify such Issuer or the Guarantor (in the case of a Subsidiary Issuer) will not relieve such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, from any liability which it may have hereunder unless and except to the extent it did not otherwise learn of such claim and such failure results in the forfeiture by such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, of substantial rights and defences, and (ii) the omission to notify such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, will not relieve it from liability which it may have to such Dealers otherwise than on account of Clause 4.1.2. - 12 - In the event that any such claim is sought pursuant to Section 2.01, made against such Indemnified Party shall promptly Dealer or Dealers and they notify the applicable Indemnifying Party Relevant Issuer and the Guarantor (in writing. The Indemnifying Party, upon request the case of a Subsidiary Issuer) of the Indemnified Partyexistence thereof, shall acknowledge its obligationthe Relevant Issuer or the Guarantor, subject as the case may be, will be entitled to participate therein, and to the terms hereofextent that it may elect by written notice delivered to such Dealers, to indemnify assume the Indemnified Party in writing and shall retain defence thereof, with counsel reasonably satisfactory to such Dealers; provided that if the Indemnified Party to represent the Indemnified Party and defendants in any others the Indemnifying Party may designate in such proceeding claim include both such Dealers and the Indemnifying Party Relevant Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, and such Dealers shall pay have concluded that there may be legal defences available to them which are different from or additional to those available to the fees and disbursements Relevant Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, the Relevant Issuer or the Guarantor (in the case of a Subsidiary Issuer) shall not have the right to direct the defence of such counsel related to claim on behalf of such proceedingDealers, within a reasonable period of time after and such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party Dealers shall have the right to retain its own select one separate counsel to assert such legal defences on behalf of such Dealers. Upon receipt of notice from the Relevant Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, to such Dealers of the Relevant Issuer’s or the Guarantor’s (in the case of a Subsidiary Issuer) election so to assume the defence of such claim and approval by such Dealers of counsel, and neither such Issuer nor the fees and Guarantor (in the case of a Subsidiary Issuer) will be liable to such Dealers for expenses of incurred thereafter by such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, Dealers in connection with any proceeding or related proceedings the defence thereof (other than reasonable costs of investigation) unless (i) such Dealers shall have employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the next preceding sentence (it being understood, however, that neither the Relevant Issuer nor the Guarantor (in the same jurisdictioncase of a Subsidiary Issuer), as the case may be, shall be liable for the reasonable fees and expenses of more than one separate firm counsel (in addition to any local counselcounsel in the jurisdiction in which any claim is brought), approved by such Dealers, representing such Dealers who are parties to such claim), (ii) such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, shall not have employed counsel reasonably satisfactory to such Dealers to represent such Dealers within a reasonable time after notice of existence of the claim, or (iii) such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, has authorised in writing the employment of counsel for such Dealers. The Relevant Issuer and the Guarantor (in the case of a Subsidiary Issuer) agree that without such Dealers’ prior written consent, it will not settle, compromise or consent to the entry of any judgment in any claim in respect of which indemnification may be sought under Clause 4.1.2 of this Agreement (whether or not such Dealers are actual or potential parties to such claim), unless such settlement, compromise or consent includes an unconditional release of such Dealers from all liability arising out of such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredclaim.

Procedure for Indemnification. In case Each party indemnified under paragraph (a) or (b) of this SECTION 1.5 (the "Indemnified Party") shall, promptly after receipt of notice of any proceeding (including claim or the commencement of any governmental investigation) shall be instituted action against any such Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01may be sought, such Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The party required to provide indemnification (the "Indemnifying Party, upon request ") in writing of the claim or the commencement thereof; provided that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to an Indemnified Party on account of the indemnity agreement contained in paragraph (a) or (b) of this SECTION 1.5, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. If any such claim or action shall be brought against an Indemnified Party, it shall acknowledge its obligationnotify the Indemnifying Party thereof and the Indemnifying Party shall be entitled to participate therein, subject and, to the terms hereofextent that it wishes, jointly with any other similarly notified indemnifying party, to indemnify assume the Indemnified Party in writing and shall retain defense thereof with counsel reasonably satisfactory to the Indemnified Party to represent the Party. If any Indemnified Party and employs such separate counsel it will not enter into any others settlement agreement, which is not approved by the Indemnifying Party may designate in Party, such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related approval not to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselbe unreasonably withheld. If the Indemnifying Party fails so assumes the defense thereof, it may not agree to acknowledge its obligationany settlement of any such claim or action as the result of which any remedy or relief, subject 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, which 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 terms hereofIndemnified Party, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have continue to be entitled to participate in the right to retain defense thereof, with counsel of its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Partychoice. In any such proceedingcase, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in continue to be obligated hereunder to reimburse the same jurisdiction, be liable Indemnified Party for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredcosts thereof.

Procedure for Indemnification. In case The MTA shall use its good faith efforts to notify the Concessionaire within a reasonable time of the assertion of any claim, action, suit or proceeding concerning any Indemnified Claim for which the Agencies (or, where applicable, the relevant Agency Indemnitees) are seeking indemnification. If the MTA decides to conduct the defense of an Indemnified Claim, the Concessionaire shall reimburse the MTA for all reasonable costs and expenses (including any governmental investigationreasonable attorneys' fees) shall be instituted against any Indemnified Party that the MTA incurs in respect connection with its defense of which indemnity is sought pursuant to Section 2.01, such Indemnified Party Claim, and the Concessionaire shall promptly notify cooperate fully with the applicable Indemnifying Party MTA in writing. The Indemnifying Party, upon request the defense of the Indemnified PartyClaim, shall acknowledge its obligation, subject to at the terms hereof, to indemnify the Indemnified Party in writing Concessionaire's sole cost and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselexpense. If the Indemnifying Party fails MTA decides to acknowledge its obligationhave the Concessionaire defend the Indemnified Claim, subject to the terms hereof, to indemnify MTA shall notify the Concessionaire of that decision in writing or fails to retain and: (i) the Concessionaire shall hire counsel that is approved by the MTA, and such counsel within a reasonable period approval shall not Page 115 of time after such notice was given, then 171 be unreasonably withheld; (ii) the Concessionaire shall bear all costs and expenses associated with the Indemnified Party Claim; (iii) the Concessionaire shall have sole control of the right defense and settlement of the Indemnified Claim, provided that the Agency Indemnitees are fully indemnified and that any settlement does not include the admission of guilt, wrongdoing, negligence or comparable plea, the imposition of civil or criminal penalties or indictments or the entering of consent decrees or orders of any kind, by the Agency Indemnities or the Concessionaire on behalf of the Agency Indemnities without the MTA’s express written consent; (iv) the MTA shall cooperate with the Concessionaire in the defense of the Indemnified Claim, at the Concessionaire's sole cost and expense; and (v) the MTA shall be entitled to retain participate in any such defense at its own counsel, expense and the fees and expenses with counsel of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredchoosing.

Procedure for Indemnification. In case Each party indemnified under paragraph (a) or (b) of this Section 8 (the "INDEMNIFIED PARTY") shall, promptly after receipt of notice of any proceeding (including claim or the commencement of any governmental investigation) shall be instituted action against any such Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01may be sought, such Indemnified Party shall promptly notify the applicable Indemnifying Party party required to provide indemnification (the "INDEMNIFYING PARTY") in writing. The Indemnifying Party, upon request writing of the claim or the commencement thereof; provided that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to an Indemnified Party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 8, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. If any such claim or action shall be brought against an Indemnified Party, it shall acknowledge its obligationnotify the Indemnifying Party thereof and the Indemnifying Party shall be entitled to participate therein, subject and, to the terms hereofextent that it wishes, jointly with any other similarly notified indemnifying party, to indemnify assume the Indemnified Party in writing and shall retain defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to represent the Indemnified Party and any others of its election to assume the Indemnifying Party may designate in defense of such proceeding and claim or action, the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject not be liable (except to the terms hereofextent the proviso to this sentence is applicable, in which event it will be so liable) to indemnify the Indemnified Party under this Section 8 for any legal or other expenses subsequently incurred by the Indemnified Party in writing or fails to retain such counsel within a connection with the defense thereof other than reasonable period costs of time after such notice was given, then the investigation; provided that each Indemnified Party shall have the right to retain employ separate counsel to represent it and assume its own counseldefense (in which case, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and shall not represent it) if (i) upon the Indemnified Party shall have mutually agreed to advice of counsel, the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that , or (ii) in the event the Indemnifying Party shall not, in connection with any proceeding or related proceedings in has not assumed the same jurisdiction, be liable for the reasonable fees and expenses defense thereof within ten (10) days of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.receipt of notice of such

Procedure for Indemnification. In case If any proceeding Person shall claim indemnification (including the “Indemnified Party”) hereunder for any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01claim other than a third party claim, such the Indemnified Party shall promptly give written notice to the other party from whom indemnification is sought (the “Indemnifying Party”) of the nature and amount of the claim. If an Indemnified Party shall claim indemnification hereunder arising from any claim or demand of a third party, the Indemnified Party shall promptly give written notice (a “Third-Party Notice”) to the Indemnifying Party of the basis for such claim or demand, setting forth the nature of the claim or demand in detail. Provided that the Indemnifying Party acknowledges in writing its indemnification obligations pursuant to this Article VIII with respect to the claims in such Third-Party Notice, the Indemnifying Party may defend and, if appropriate, settle at its own cost and through counsel of its own choosing, any claim or demand set forth in a Third-Party 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 Third-Party Notice) notify the applicable Indemnified Party in writing of its intention to do so and shall give the Indemnified Party such security in that regard as the Indemnified Party reasonably may request. The Indemnified Party shall fully cooperate with the Indemnifying Party and its counsel in the defense or compromise of such claim or demand. After the assumption of the defense by the Indemnifying Party, the Indemnified Party shall not be liable for any legal or other expenses subsequently incurred by the Indemnifying Party in writingconnection with such defense, but the Indemnified Party may participate in such defense at its own expense. The No settlement of a third party claim or demand defended by the Indemnifying Party, upon request Party shall be made without the written consent of the Indemnified Party, shall acknowledge its obligation, subject such consent not to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselbe unreasonably withheld. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the The Indemnifying Party shall not, except with written consent of the Indemnified Party, 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 Indemnified Party of an unconditional release from all liability in connection with any proceeding respect of such third party claim or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurreddemand.

Procedure for Indemnification. In case Any Party seeking indemnification under this Article VII (an “Indemnified Party”) will give each Party from whom indemnification is being sought (each, an “Indemnifying Party”) notice of any proceeding (including any governmental investigation) shall be instituted against any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Losses, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which indemnity such right of indemnification is sought pursuant claimed or arises. The obligations of an Indemnifying Party under this Article VII with respect to Section 2.01Losses arising from any claims of any third party which are subject to the indemnification provided for in this Article VII (collectively, such “Third-Party Claims”) will be governed by and contingent upon the following additional terms and conditions: If an Indemnified Party shall promptly notify receives, after the applicable Closing Date, initial notice of any Third-Party Claim, the Indemnified Party will give the Indemnifying Party in writingnotice of such Third-Party Claim as soon as practicable following receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice will not release the Indemnifying Party from any of its obligations under this Article VII, except to the extent the Indemnifying Party is prejudiced by such failure. The Indemnifying Party, upon request Party will be entitled to assume and control the defense of the Indemnified Party, shall acknowledge such Third-Party Claim at its obligation, subject expense and through counsel of its choice if it gives notice of its intention to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; 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 Indemnified Party (upon and in conformity with advice of counsel) for the same counsel to represent both the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was givenParty, then the Indemnified Party shall have the right will be entitled to retain its own one counsel (plus one local counsel, and if necessary), reasonably acceptable to the fees and expenses of such counsel shall be Indemnifying Party, at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and provided that the Indemnified Party and representation of both parties by such counsel will contest such Third-Party Claims in good faith. In the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that event the Indemnifying Party shall 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 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. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third-Party Claim, the Indemnifying Party will cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party will not, without the written consent of the Indemnified Party (which will not be unreasonably withheld or delayed), settle or compromise any Third-Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to Indemnified Party of a written release from all liability in connection with any proceeding respect of such Third-Party Claim. No Third-Party Claim which is being defended in good faith by the Indemnifying Party or related proceedings which is being defended by the Indemnified Party as provided above in this Section 7.4 will be settled by the same jurisdictionIndemnified Party without the written consent of the Indemnifying Party, which consent shall not be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredunreasonably withheld or delayed.

Procedure for Indemnification. 7.4.1 If an Indemnified Party seeks indemnification under this Section 7, such Indemnified Party shall give written notice to the party hereto from whom the Indemnified Party is seeking such indemnification (the “Indemnifying Party”) after receiving written notice 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 claim for indemnification, describing the claim, the amount thereof (if known and quantifiable), whether insurance may be available (if known), and the basis thereof; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. In case that regard, if any proceeding (including any governmental investigation) action, lawsuit, proceeding, investigation or other claim shall be instituted against brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party in respect of which to indemnity is sought pursuant to this Section 2.017, such the Indemnified Party shall promptly notify the applicable Indemnifying Party of the same in writing. The Indemnifying Party, upon request specifying in reasonable detail the basis of such claim and the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding facts pertaining thereto and the Indemnifying Party shall pay be entitled to notify any applicable insurer and to control (subject to the fees and disbursements rights of such insurer) the defense of such action, lawsuit, proceeding, investigation or other claim giving rise to the Indemnified Party’s claim for indemnification at its expense with reputable counsel related 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 proceeding, within a reasonable period of time after 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 fees claim; and disbursements are billed by such counsel. If provided further that the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall not have the right to retain its own counsel, assume control of such defense and shall pay the fees and expenses of such counsel shall be at retained by the expense of Indemnified Party, if the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) claim over which the Indemnifying Party and 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 shall have mutually agreed to Party, the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood appropriate court rules that the Indemnifying Party shall not, in connection with any proceeding failed or related proceedings in the same jurisdiction, be liable for the reasonable fees is failing to vigorously prosecute or defend. Acquisition and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.Stock Purchase Agreement

Procedure for Indemnification. Any party entitled to indemnification under this Article VI (an "Indemnified Party") will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article VI except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding (including any governmental investigation) shall be instituted or claim is brought against any an Indemnified Party in respect of which indemnity indemnification is sought pursuant hereunder, the indemnifying party shall be entitled to Section 2.01participate in and, such Indemnified Party shall promptly notify unless in the applicable Indemnifying Party in writing. The Indemnifying Party, upon request reasonable judgment of the Indemnified Party, shall acknowledge its obligation, subject counsel to the terms hereof, to indemnify the Indemnified Party in writing a conflict of interest between it and shall retain the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to 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 represent notify, in writing, such 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 assume the defense of any others such claim, proceeding or action, the Indemnifying Party may designate in Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding and the Indemnifying shall be losses subject to indemnification hereunder. The Indemnified Party shall pay cooperate fully with the fees indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and disbursements of such counsel related shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such proceeding, within a reasonable period action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of time after such fees and disbursements are billed by such counselthe defense or any settlement negotiations with respect thereto. If the Indemnifying Party fails indemnifying party elects to acknowledge its obligation, subject to the terms hereof, to indemnify in writing defend any such action or fails to retain such counsel within a reasonable period of time after such notice was givenclaim, then the Indemnified Party shall have 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 for any settlement of any action, claim or proceeding effected without its prior written consent. Notwithstanding anything in this Article VI to the right contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to retain its own counselentry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, and as an unconditional term thereof, the fees and expenses giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such counsel claim. The indemnity agreements contained herein shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right in addition to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) any cause of action or similar rights of the preceding sentence is applicableIndemnified Party against the indemnifying party or others, and (b) any liabilities the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would indemnifying party may be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredsubject to.

Procedure for Indemnification. In case If any proceeding Person shall claim indemnification (including the "Indemnified Party") hereunder for any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01claim other than a third-party claim, such the Indemnified Party shall promptly notify give written notice to the applicable other party from whom indemnification is sought (the "Indemnifying Party") of the nature and amount of the claim. If an Indemnified Party shall claim indemnification hereunder arising from any claim or demand of a third party, the Indemnified Party shall promptly give written notice (a "Third-Party Notice") to the Indemnifying Party of the basis for such claim or demand, setting forth the nature of the claim or demand in writingdetail. The Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain compromise or, if appropriate, defend at its own counselcost and through counsel of its own choosing, any claim or demand set forth in a Third-Party 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 the fees and expenses of such counsel shall be at the expense in any event, no later than fifteen (15) days after receipt of the Indemnifying PartyThird-Party Notice) notify the Indemnified Party in writing of its intention to do so. In any such proceeding, any The Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) fully cooperate with the Indemnifying Party and its counsel in the defense or compromise of such claim or demand. After the assumption of the defense by the Indemnifying Party, the Indemnified Party shall have mutually agreed to not be liable for any legal or other expenses subsequently incurred by the retention Indemnifying Party, in connection with such defense, but the Indemnified Party may participate in such defense at its own expense. No settlement of such counsel a third party claim or (c) the named parties to any such proceeding (including any impleaded parties) include both demand defended by the Indemnifying Party and shall be made without the written consent of the Indemnified Party and representation of both parties by the same counsel would Party, such consent not to be inappropriate due to actual or potential differing interests between themunreasonably withheld. It is understood that the The Indemnifying Party shall not, except with the written consent of the Indemnified Party, 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 Indemnified Party of an unconditional release from all liability in connection with any proceeding respect of such third party claim or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurreddemand.

Procedure for Indemnification. In case any proceeding A. Subject to the following provisions of this SECTION 3, the party which is entitled to be indemnified hereunder (including any governmental investigationthe "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 of written notice of any claim as to which recovery may be instituted sought against the Indemnifying Party because of the indemnity in SECTION 1 or SECTION 2 hereof, as applicable, which Notice shall specify (to the extent known) in reasonable detail the amount of such claim and the relevant facts and circumstances relating thereto. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of an Indemnified Party to give such notice, or delay by an Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01giving such notice, such Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Partyunless, upon request of the Indemnified Party, shall acknowledge its obligation, subject and then only to the terms hereofextent that, to indemnify the Indemnified Party in writing rights and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and remedies of the Indemnifying Party shall pay have been prejudiced as a result of the fees and disbursements of failure to give, or delay in giving, such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselnotice. If the Indemnifying Party fails wishes to acknowledge 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 obligationelection. Failure by an Indemnifying Party to notify an Indemnified Party of its election to defend any such claim or action by a third party within 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, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have cooperate in the right defense thereof, which cooperation shall include, to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of extent reasonably requested by the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right retention of and provision to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party of records and the Indemnified Party shall have mutually agreed information reasonably relevant to the retention of such counsel claim or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Partieslitigation, and that all such fees making employees of Buyer available on a mutually convenient basis to provide additional information and expenses shall be reimbursed as they are incurredexplanation of any materials provided hereunder.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought Promptly after receipt by an indemnified party pursuant to Section 2.01the provisions of Sections 8.1 hereof of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such Indemnified Party shall indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said paragraph (a) or (b), promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request indemnifying party of the Indemnified Partycommencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have hereunder unless the indemnifying party has been materially prejudiced thereby nor will such failure to so notify the indemnifying party relieve it from any liability which it may have to any indemnified party otherwise than hereunder. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party indemnifying party shall have the right to retain its own counselparticipate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, if the defendants in any action include both the indemnified party and the fees indemnifying party and expenses there is a conflict of interest which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said paragraph (a) or (b) for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall be not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredindemnifying party.

Procedure for Indemnification. In case Any party seeking indemnification under this ARTICLE IX (an "Indemnified Party") will give each party from whom indemnification is being sought (each, an "Indemnifying Party") notice of any proceeding (including any governmental investigation) shall be instituted against 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 indemnity such right of indemnification is sought pursuant claimed or arises. The obligations of an Indemnifying Party under this ARTICLE IX with respect to Section 2.01Damages arising from any claims of any third party which are subject to the indemnification provided for in this ARTICLE IX (collectively, such "Third-Party Claims") will be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall promptly notify receives, after the applicable 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 writingany event within 30 calendar days of the receipt by the Indemnified Party of such notice; PROVIDED, HOWEVER, that the failure to provide such timely notice will not release the Indemnifying Party from any of its obligations under this ARTICLE IX except to the extent the Indemnifying Party is prejudiced by such failure. The Indemnifying Party, upon request Party will be entitled to assume and control the defense of the Indemnified Party, shall acknowledge such Third-Party Claim at its obligation, subject expense and through counsel of its choice if it gives notice of its intention to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory do so to the Indemnified Party within 45 calendar days of the receipt of such notice from the Indemnified Party; PROVIDED, HOWEVER, that if there exists a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party (upon and in conformity with advice of counsel) for the same counsel to represent both the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was givenParty, then the Indemnified Party shall have the right will be entitled to retain its own one counsel (plus one local counsel, and if necessary), reasonably acceptable to the fees and expenses of such counsel shall be Indemnifying Party, at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and provided that the Indemnified Party and representation of both parties by such counsel will contest such Third-Party Claims in good faith. In the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that event the Indemnifying Party shall 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. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third-Party Claim, the Indemnifying Party will cooperate with the Indemnified Party in such 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 under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party will not, without the written consent of the Indemnified Party (which will not be unreasonably withheld or delayed), settle or compromise any Third-Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to Indemnified Party of a written release from all liability in connection with any proceeding respect of such Third-Party Claim. No Third-Party Claim which is being defended in good faith by the Indemnifying Party or related proceedings which is being defended by the Indemnified Party as provided above in this SECTION 9.5 will be settled by the same jurisdiction, Indemnified Party without the written consent of the Indemnifying Party (which will not be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredunreasonably withheld or delayed).

Procedure for Indemnification. In case Promptly after receipt by ----------------------------- any party entitled to indemnification under Section 6 or 7 (the "Indemnified Party") of notice of the commencement of any proceeding (including any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is may be sought pursuant to Section 2.01thereto, such Indemnified Party shall promptly will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to such indemnifying party of the commencement of such action; provided, however, that the failure to -------- ------- so notify the applicable Indemnifying Party in writingindemnifying party will not relieve the indemnifying party from any liability under this Agreement except to the extent that such failure or delay materially prejudices the indemnifying party with respect to the defense of such claims. The Indemnifying Partyindemnifying party shall assume the defense thereof, upon request of the Indemnified Partyjointly with any other indemnifying party similarly notified, shall acknowledge its obligationwith counsel selected by such indemnifying party, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel that is reasonably satisfactory to the Indemnified Party to represent Party, and shall assume the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the payment of all fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Partyexpenses. In any such proceeding, any Indemnified Party shall have the right to retain its own counselcounsel and to participate in such proceeding, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (ai) the preceding sentence is applicable, (b) the Indemnifying Party indemnifying party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (cii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Indemnified Party and the Indemnified Party indemnifying party and representation of both parties by the same counsel would would, in the opinion of counsel to the Indemnified Party, be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredincurred (but not more frequently than monthly). In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The indemnifying party shall be entitled to settle any such action (in which event the Indemnified Party shall take all action reasonably necessary to effect such settlement) except that the Indemnifying Party may not settle any such action, without the consent of the Indemnified Party, if the terms of such settlement include any express or implied admission of culpability by the Indemnified Party. The indemnifying party shall give the Indemnified Party not less than twenty (20) days prior written notice of any proposed settlement, together with true and correct copies of any proposed agreements relating thereto.

Procedure for Indemnification. In case Each party indemnified under paragraph (a) or (b) of this Section 4, or under Section 8(f) hereof, shall, promptly after receipt of notice of the commencement of any proceeding (including any governmental investigation) shall be instituted action against any Indemnified Party such indemnified party in respect of which indemnity is sought pursuant to Section 2.01may be sought, such Indemnified Party shall promptly notify the applicable Indemnifying Party indemnifying party in writingwriting of the commencement thereof. The Indemnifying Party, upon request omission of any indemnified party so to notify an indemnifying party of any such action shall not relieve the indemnifying party from any liability in respect of such action which it may have to such indemnified party on account of the Indemnified Partyindemnity agreement contained in paragraph (a) or (b) of this Section 4, or under Section 8(f) hereof, unless the indemnifying party was materially prejudiced by such omission, and in no event shall acknowledge its obligationrelieve the indemnifying party from any other liability which it may have to such indemnified party. In case any such action shall be brought against any indemnified party and such indemnified party shall notify an indemnifying party of the commencement thereof, subject the indemnifying party shall be entitled to participate therein and, to the terms hereofextent that it may wish, jointly with any other indemnifying party similarly notified, to indemnify assume the Indemnified Party defense thereof, with counsel satisfactory in writing and shall retain counsel reasonably satisfactory any case to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselTDS. If the Indemnifying Party fails indemnifying party so assumes the defense thereof, it may not agree to acknowledge its obligationany settlement of any such action as the result of which any remedy or relief shall be applied to or against the indemnified party, subject without the prior written consent of the indemnified party. If the indemnifying party does not assume the defense thereof, it shall be bound by any settlement to which the terms hereofindemnified party agrees, irrespective of whether the indemnifying party consents thereto. If any settlement of any claim is effected by the indemnified party prior to indemnify commencement of any action relating thereto, the indemnifying party shall be bound thereby only if it has consented in writing or fails thereto. In any action hereunder, the indemnified party shall continue to retain such be entitled to participate in the defense thereof, with counsel within a reasonable period of time after such notice was givensatisfactory to TDS, then even if the Indemnified Party shall have indemnifying party has assumed the right to retain its own counseldefense thereof, and the fees and expenses of such counsel indemnifying party shall not be at the expense relieved of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have obligation hereunder to reimburse the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable indemnified party for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredcosts thereof.

Procedure for Indemnification. In case If any proceeding Person shall claim indemnification (including the “Indemnified Party”) hereunder for any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01claim other than a third party claim, such the Indemnified Party shall promptly give written notice to the other party from whom indemnification is sought (the “Indemnifying Party”) of the nature and amount of the claim. If an Indemnified Party shall claim indemnification hereunder arising from any claim or demand of a third party, the Indemnified Party shall promptly give written notice (a “Third-Party Notice”) to the Indemnifying Party of the basis for such claim or demand, setting forth the nature of the claim or demand in detail. Provided that the Indemnifying Party acknowledges in writing its indemnification obligations pursuant to this Article VII with respect to the claims in such Third-Party Notice, the Indemnifying Party may defend and, if appropriate, settle at its own cost and through counsel of its own choosing, any claim or demand set forth in a Third-Party 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 Third-Party Notice) notify the applicable Indemnified Party in writing of its intention to do so. The Indemnified Party shall fully cooperate with the Indemnifying Party and its counsel in the defense or compromise of such claim or demand. After the assumption of the defense by the Indemnifying Party, the Indemnified Party shall not be liable for any legal or other expenses subsequently incurred by the Indemnifying Party in writingconnection with such defense, but the Indemnified Party may participate in such defense at its own expense. The No settlement of a third party claim or demand defended by the Indemnifying Party, upon request Party shall be made without the written consent of the Indemnified Party, shall acknowledge its obligationsuch consent not to be unreasonably withheld, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counseldelayed or qualified. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the The Indemnifying Party shall not, except with written consent of the Indemnified Party, 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 Indemnified Party of an unconditional release from all liability in connection with any proceeding respect of such third party claim or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurreddemand.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01, such Indemnified Party shall promptly notify the applicable Indemnifying Party Program Lender in writing. The Indemnifying PartyProgram Lender, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party Program Lender may designate in such proceeding and the Indemnifying Party Program Lender shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party Program Lender fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying PartyProgram Lender. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party Program Lender and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party Program Lender and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party Program Lender shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.. 2.03

Procedure for Indemnification. In case If any PBA Indemnitee or TPC Indemnitee (each, an "INDEMNIFIED PARTY") receives notice of any claim or the commencement of any action or proceeding with respect to which another party (including any governmental investigationeach, an "INDEMNIFYING PARTY") shall be instituted against any Indemnified Party in respect of which indemnity is sought obligated to indemnify pursuant to Section 2.0112.1 or 12.2, such the Indemnified Party shall promptly notify give the applicable Indemnifying Party or Parties written notice thereof. Such notice shall describe the claim in writingreasonable detail and shall indicate the amount (estimated if necessary) of the loss that has been or may be sustained by the Indemnified Party in connection therewith. The Indemnifying PartyParty or Parties may elect to compromise or defend, upon request at their own expense and by their own counsel, any such matter involving the asserted liability of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails or Parties elect to acknowledge its obligationcompromise or defend such asserted liability, subject to they shall within 30 days (or sooner, if the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period nature of time after such notice was given, then the asserted liability so requires) notify the Indemnified Party shall have the right of their intent to retain its own counseldo so, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to cooperate, at the retention of such counsel Indemnifying Party's or (c) Parties' expense, in the named parties to compromise of, or defense against, any such proceeding (including any impleaded parties) include both asserted liability. If the Indemnifying Party or Parties elect not to compromise or defend against the asserted liability or fail to diligently defend against the same, if the Indemnified Party reasonably determines that the Indemnifying Party's or Parties' counsel has a conflict of interest with the Indemnified Party or the Indemnifying Party or Parties or such counsel are not adequately defending the Indemnified Party's interests, or if the Indemnifying Party or Parties fail to notify the Indemnified Party of their election as provided herein, the Indemnified Party may, if acting in accordance with its good faith business judgment, pay, compromise or defend such asserted liability at the Indemnifying Party's or Parties' expense, and such settlement shall be binding on the Indemnifying Party or Parties for purposes of this Section 12.4. Notwithstanding the foregoing, neither the Indemnifying Party or Parties nor any Indemnified Party may settle or compromise any claim over the reasonable good faith objection of the other. In any event, the Indemnified Party and representation Indemnifying Party or Parties may each participate, at their own expense, in the defense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themsuch asserted liability. It is understood that If the Indemnifying Party or Parties elect to defend any claim, the Indemnified Party shall notmake available to the Indemnifying Party or Parties any books, in connection with any proceeding records or related proceedings in the same jurisdiction, be liable other documents within its control that are necessary or appropriate for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurreddefense.

Procedure for Indemnification. In case any proceeding FFIN, FFB or OSB (including any governmental investigationas applicable, the “Indemnified Party”) shall be instituted against any Indemnified Party will, within ten (10) Business Days after the service of process in respect of which indemnity is sought pursuant to Section 2.01, a lawsuit brought by a third party (a “Lawsuit”) or within thirty (30) days after such Indemnified Party shall promptly notify acquires Knowledge of a claim covered by the applicable indemnities under Sections 11.02, and 11.03 or 11.07 of this Agreement (a “Claim”), give written notice to the other party (the “Indemnifying Party”), describing the Lawsuit or Claim (a “Notice of Claim”) and the estimated amount thereof; but any failure by FFIN, FFB or OSB to give the foregoing written notice within such period will not affect the indemnities under Sections 11.02, 11.03 or 11.07, as applicable, to the extent that the Indemnifying Party is not actually prejudiced by such failure. Upon receipt of such notice, the Indemnifying Party will be entitled, at its own cost and expense: (a) to assume responsibility and control of the defense, compromise or settlement of the Lawsuit that involves solely a claim for one or more liabilities for which indemnity may be sought hereunder, and (b) in writingany other case, to be consulted by the Indemnified Party (who will consider in good faith all requests of the Indemnifying Party with respect to all such proceedings) with respect to proceedings subject to control of the Indemnified Party. The For so long as the Indemnifying Party is contesting any such Lawsuit in good faith and by appropriate proceedings, the Indemnifying Party will not be required to make payment under this Article XI to the Indemnified Party. If the Indemnifying Party is controlling the conduct of any such Lawsuit, upon the Indemnifying Party will, on request of the Indemnified Party, shall acknowledge its obligation, subject provide to the terms hereofIndemnified Party, at reasonable intervals, a summary of any developments with respect to indemnify that Lawsuit. The Indemnified Party may participate at its own expense in any judicial proceeding controlled by the Indemnifying Party. To the extent permitted by applicable law, the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others will supply the Indemnifying Party may designate in such proceeding and with information reasonably requested by the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If as necessary for the Indemnifying Party fails to acknowledge its obligationcontrol and conduct the defense of any Lawsuit, subject to prosecute any counterclaim or to participate in any proceeding to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the extent permitted by this provision. The Indemnified Party shall have will not enter into any settlement or other compromise with respect to any liability as to which indemnity may be sought without the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense prior written consent of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right which consent is not to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredunreasonably withheld.

Procedure for Indemnification. In (a) An indemnified party under Section 8.2 or 8.3, as the case any proceeding may be (including any governmental investigationan “Indemnified Person”) that has (or believes that it has) a claim for indemnification under this Article VIII, other than a claim for indemnification that involves a third party claim, shall give written notice to Buyer or the Shareholders’ Committee, as applicable (each, an “Indemnifying Person”, as applicable) (a “Claim Notice”), requesting indemnification and describing in reasonable detail to the extent then known the nature of the indemnification claim being asserted by the Indemnified Person, providing therein an estimate of the amount of Damages attributable to the claim to the extent feasible (which estimate may be instituted against any but shall not necessarily be conclusive of the final amount of such claim), and also providing therein the basis for and factual circumstances surrounding the Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01, such Indemnified Party shall promptly notify the applicable Indemnifying Party in writingPerson’s request for indemnification under this Article VIII. The Indemnifying PartyPerson shall, upon request within thirty (30) days after its receipt of a Claim Notice, notify the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party Person in writing and shall retain counsel reasonably satisfactory as to the Indemnified Party to represent the Indemnified Party and any others whether the Indemnifying Party may designate Person admits or disputes the claim described in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselClaim Notice. If the Indemnifying Party fails to acknowledge its obligation, subject to Person gives written notice that it admits the terms hereof, to indemnify indemnification claim described in writing or fails to retain such counsel within a reasonable period of time after such notice was givenClaim Notice, then the Indemnified Party Person shall have be entitled to indemnification pursuant to the right to retain its own counselprovisions of this Article VIII, and subject to the fees and expenses limitations hereof, with respect to the estimated amount of Damages stated in the Claim Notice. If the Indemnifying Person notifies the Indemnified Person in writing that it disputes such claim for indemnification, or that it admits the entitlement of the Indemnified Person to indemnification under this Article VIII with respect thereto but disputes the amount of the Damages in connection therewith, or if the Indemnifying Person fails to notify the Indemnified Person within such thirty (30) day period that it either admits or disputes such claim for indemnification, then in either of such counsel cases the indemnification claim described in the Claim Notice shall be at a disputed indemnification claim that must be resolved by settlement between the expense Indemnified Person and the Indemnifying Person or by proceedings commenced in an appropriate court of competent jurisdiction by either the Indemnifying Person or the Indemnified Person, or by any other mutually agreeable method. Payment of all amounts determined pursuant to this Section 8.7 to be owed to a Buyer Indemnified Person shall be made (y) by the Escrow Agent, first to the extent of the Indemnifying Party. In any such proceedingEscrow Consideration, any Indemnified Party shall have upon the right to retain its own counsel, but written instruction for the fees and expenses making of such counsel payment by both the Shareholders’ Committee and Buyer, and/or (z) after the Escrow Consideration is exhausted, by the Sellers by wire transfer to an account specified by Buyer, in each case within ten (10) days after (i) the making of a binding settlement approved by the Shareholders’ Committee and Buyer, or (ii) the expiration of all appeal rights from a final adjudication of a court of competent jurisdiction with respect thereto, or (iii) the final and nonappealable determination of such liability and amount by any other resolution method undertaken pursuant to the mutual written agreement of the Buyer and the Shareholders’ Committee. Payment of all amounts determined pursuant to this Section 8.7(a) to be owed to a Seller Indemnified Person shall be at made by Buyer within ten (10) days after (i) the expense making of a binding settlement approved by the Shareholders’ Committee and Buyer, or (ii) the expiration of all appeal rights from a final adjudication of a court of competent jurisdiction with respect thereto, or (iii) the final and nonappealable determination of such Indemnified Party unless (a) liability and amount by any other resolution method undertaken pursuant to the preceding sentence is applicable, (b) mutual written agreement of the Indemnifying Party Buyer and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredShareholders’ Committee.

Procedure for Indemnification. Any party entitled to indemnification under this Article IX (an "Indemnified Party") will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article IX except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding (including any governmental investigation) shall be instituted or claim is brought against any an Indemnified Party in respect of which indemnity indemnification is sought pursuant hereunder, the indemnifying party shall be entitled to Section 2.01participate in and, such Indemnified Party shall promptly notify unless in the applicable Indemnifying Party in writing. The Indemnifying Party, upon request reasonable judgment of the Indemnified Party, shall acknowledge its obligation, subject counsel to the terms hereof, to indemnify the Indemnified Party in writing a conflict of interest between it and shall retain the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to 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 represent notify, in writing, such 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 assume the defense of any others such claim, proceeding or action, the Indemnifying Party may designate in Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding and the Indemnifying shall be losses subject to indemnification hereunder. The Indemnified Party shall pay cooperate fully with the fees indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and disbursements of such counsel related shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such proceeding, within a reasonable period action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of time after such fees and disbursements are billed by such counselthe defense or any settlement negotiations with respect thereto. If the Indemnifying Party fails indemnifying party elects to acknowledge its obligation, subject to the terms hereof, to indemnify in writing defend any such action or fails to retain such counsel within a reasonable period of time after such notice was givenclaim, then the Indemnified Party shall have 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 for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article IX to the right contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to retain its own counselentry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, and as an unconditional term thereof, the fees and expenses giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such counsel claim. The indemnity agreements contained herein shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right in addition to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) any cause of action or similar rights of the preceding sentence is applicableIndemnified Party against the indemnifying party or others, and (b) any liabilities the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would indemnifying party may be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredsubject to.