Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. If an indemnitee receives notice of any ----------------------------- claim, or the commencement of a claim by a person who is not a party to this Agreement (a "Third Party Claim") with respect to which an indemnifying party may be obligated to provide indemnification under this Agreement, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claim.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an indemnitee receives action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of any ----------------------------- such action, suit or proceeding is received by Claimant. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the commencement subject litigation or proceeding) to make such investigation of a 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 agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. 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. (c) With respect to any claim by a person who 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 claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's 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 Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not a party consent to this Agreement (a "Third Party Claim") an entry of judgment or settlement without release of liability and, with respect to which an indemnifying party may be obligated to provide indemnification under this Agreementnonmonetary terms, the indemnitee shall give Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced parties or by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detaila third party, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the noticerequires immediate action, the indemnifying party shall notify parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the indemnitee whether the indemnifying party will assume responsibility for defending the Third Indemnifying Party Claim; however, an indemnifying party may does not elect not to assume responsibility for defending a Third Party Claim only control or otherwise participate in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimany third party claim, the indemnifying party it shall not be liable for any legal or other costs and expenses subsequently incurred bound by the indemnitee in connection with results obtained by the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability Claimant with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimsuch claim.

Procedure for Indemnification. The procedure for indemnification shall be as follows: a. The party claiming indemnification (the "Claimant") shall promptly give written notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant no later than ten (10) business days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant: provided that the failure to timely give notice shall not extinguish the Claimant's right to indemnification unless such failure materially adversely affects the Indemnifying Party's rights. b. With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree in writing at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim or such amount as agreed to by the parties. If the Claimant and the Indemnifying Party do not agree within the 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek any remedy available to it at law or equity. c. With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detailright, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the noticeown expense, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event control of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying party the Indemnifying Party elects to defend or compromise assume control of the defense of any Third Party Claimthird-party claim, the indemnitee Claimant shall cooperate with have the indemnifying party right to participate in all reasonable respects in connection the defense or compromiseof such claim at its own expense. If the Indemnifying Party does not assume control, and it shall not admit any liability be bound by the results obtained by the Claimant with respect to such claim: provided, that the Third Claimant shall not settle any third party claim without first giving the Indemnifying Party Claimten (10) business days' prior notice of the terms of such settlement. d. If a claim, whether between the parties or settleby a third party, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claimrequires immediate action, the indemnifying party parties will make every commercially reasonable effort to reach a decision with respect thereto as expeditiously as possible. e. The indemnification rights provided herein shall extend to the shareholders, directors, officers, employees, representatives and successors and assigns of any Claimant although for the purpose of the procedures set forth in this Section 3.4, any indemnification claims by such parties shall be subrogated to made by and shall stand in through the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party seeking indemnification under this Article 9 (the "Claimant") shall give notice to the party from whom indemnification is sought (the "Indemnitor") of any claim, reasonably specifying (i) the factual basis for the claim; and (ii) the amount of the claim if then known. If the claim relates to an indemnitee receives action, suit or proceeding filed by a third party against Claimant, notice shall be given by Claimant within fifteen (15) days after written notice of the action, suit or proceeding was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) days after Claimant becomes aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor if Claimant's failure has not materially prejudiced Indemnitor's ability to defend the claim or litigation. (b) The Claimant shall make available to Indemnitor and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim for indemnity. (c) With respect to any ----------------------------- claim, or the commencement of a claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreementhereunder, the indemnitee Indemnitor shall give defend against the indemnifying party notice promptly upon becoming aware claim with counsel reasonably acceptable to Claimant, and the Claimant shall cooperate fully with the Indemnitor, subject to reimbursement for reasonable expenses incurred by the Claimant as the result of a request by the Third Party ClaimIndemnitor. The failure Claimant shall have the right to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim participate in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of the claim at its own expense. If the Indemnitor does not assume control of the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such a Third Party Claimmanner as it deems appropriate, the indemnifying party and in such event Indemnitor shall not be liable for any legal or other costs and expenses subsequently incurred bound by the indemnitee in connection with results obtained by the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability Claimant with respect to the Third Party Claimclaim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or settleotherwise, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee incurred in connection with any Third Party Claim, the indemnifying party such claim or litigation. The Indemnitor shall be subrogated to and shall stand in the place all rights of the indemnitee Claimant against any third party with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimclaim for which indemnity was paid.

Procedure for Indemnification. The procedure for seeking indemnification shall be as follows. (a) The party claiming indemnification (the “Claimant”) shall promptly give notice to the party from whom indemnification is claimed (the “Indemnifying Party”) of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim and (ii) if known, the estimated amount of the claim. If the claim relates to an indemnitee receives action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) business days after written notice of such action, suit or proceeding was given to Claimant. Such notice shall not be a condition precedent to any ----------------------------- claimliability of the Indemnifying Party under the provisions for indemnification contained in this Agreement, unless (and only to the extent that) failure to give such notice materially prejudices the rights of the Indemnifying Party with respect to such actions or proceedings. (b) Following receipt of notice from the commencement Claimant of a claim for indemnification, the Indemnifying Party shall have thirty (30) days 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 and its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. 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. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreementhereunder, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third Party Claim. The failure defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced reimbursement for actual out-of-pocket expenses incurred by the failure Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) assume control of the loss that has been or may be sustained by defense of any third-party claim, the indemnitee. The indemnifying party Claimant shall defend or compromise have the Third Party Claim right to participate in the defense of such claim at its expense and by counsel of its choiceown expense. Within thirty days following Notwithstanding the receipt election of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Indemnifying Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch action, the indemnifying party Claimant shall not be liable for any legal or other have the right to employ separate counsel and to participate in the defense of such action, and the Indemnifying Party shall bear the reasonable fees, costs and expenses subsequently incurred of separate counsel if (a) in the reasonable judgment of the Claimant the use of counsel chosen by the indemnitee Indemnifying Party to represent the Claimant would present such counsel with a conflict of interest; (b) the defendants in, or targets of, any such action include both the Indemnifying Party and the Claimant, and the Claimant shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in connection with which case the defenseIndemnifying Party shall not have the right to direct the defense of such action on behalf of the Claimant); (c) the Indemnifying Party shall not have employed counsel satisfactory to the Claimant, in the exercise of the Claimant’s reasonable judgment, to represent the Claimant within a reasonable time after notice of the institution of such action; or (d) the Indemnifying Party shall authorize in writing the Claimant to employ separate counsel at the expense of the Indemnifying Party. If an indemnifying party elects the Indemnifying Party chooses to defend any claim, the Claimant shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense, subject to attorney client privilege and confidentiality agreements. In any event, the Claimant, the Indemnifying Party and the Indemnifying Party’s counsel (and, if applicable, the Claimant’s counsel), shall cooperate (at no material cost to the Claimant other than the cost of Claimant’s counsel) in the compromise of, or defense against, any such asserted liability. If the Indemnifying Party assumes the defense of such an action, no compromise or settlement thereof may be effected by the Indemnifying Party without the Claimant’s consent (which shall in any event not be unreasonably withheld) unless (i) there is no finding or admission of any violation of the rights of any person by the Claimant and no effect on any other claims that may be made against the Claimant and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The Claimant may not compromise any Third Party Claimsuch claim without the prior written consent of the Indemnifying Party, the indemnitee which consent may not be unreasonably withheld. (f) The indemnification rights provided in Sections 10.2 and 10.3 shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect extend to the Third Party Claimshareholders, or settledirectors, compromiseofficers, or discharge employees, Affiliates and agents of the Third Party Claim without Claimant although for the indemnifying party's prior written consent. Following purpose of the payment procedures set forth in this Section 10.4, any indemnification claims by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party such parties shall be subrogated to made by and through the Claimant. (g) The indemnification obligations of Buyer and Seller under this Article X shall stand in constitute the place sole and exclusive remedies of Buyer and Seller for recovery of money damages after the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClosing Date.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the 39 factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying party the Indemnifying Party elects to defend or compromise assume control of the defense of any Third Party Claimthird-party claim, the indemnitee Claimant shall cooperate with have the indemnifying party right to participate in all reasonable respects in connection the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or compromiseotherwise participate in the defense of any third party claim, and it shall not admit any liability be bound by the results obtained by the Claimant with respect to such claim. (d) If a claim, whether between the Third Party Claimparties or by a third party, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claimrequires immediate action, the indemnifying party parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, members, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.5, any indemnification claims by such parties shall be subrogated to made by and shall stand in through the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying (i) in reasonable detail, the factual basis for such and (ii) in good faith, the estimated amount of the claim. If the claim relates to an indemnitee receives action, suit or proceeding filed by a third party against the Claimant, such notice shall be given by Claimant within ten business days after written notice of any ----------------------------- such action, suit or proceeding was received by Claimant. The failure of the Claimant to provide such written notice within the time period specified shall not relieve the Indemnifying Party of its indemnification liability under Section 10.02 or Section 10.03, unless such failure materially prejudices the rights of the Indemnifying Party in defending against the claim or action. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have 30 days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), subject to clause (c) below with respect to Third Party Claims, the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a person who third party as to which the Claimant is not a party entitled to this Agreement indemnification hereunder (a "“Third Party Claim") ”), the Indemnifying Party shall have the right, at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. Claimant shall have the right to approve legal counsel selected by Indemnifying Party, which approval shall not be unreasonably withheld. If the Indemnifying Party elects to assume control of the defense of any Third Party Claim, the Claimant shall have the right to participate in the defense of such claim with legal counsel of its own selection; provided, however, that the Claimant shall pay the fees and expenses of such counsel unless the named parties to any such claim include both the Claimant and the Indemnifying Party and the Claimant has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case, if the Claimant informs the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such claim on behalf of the Claimant), it being understood that the Indemnifying Party shall not, in connection with any one claim, be liable for the fees and expenses of more than one separate firm of attorneys at any time for the Claimant. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the parties shall cooperate in the defense or prosecution of that Third Party Claim, including by retaining and providing to the Indemnifying Party records and information reasonably relevant to that Third Party Claim, and making employees available on a reasonably convenient basis. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Claimant will agree to any settlement, compromise or discharge of that Third Party Claim that the Indemnifying Party recommends and that by its terms obligates the Indemnifying Party to pay the full amount of liability in connection with that Third Party Claim, except that the Indemnifying Party may not without the Claimant's prior written consent agree to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Claimant or that does not include as an unconditional term that each claimant or plaintiff give to the Claimant a release from all liability with respect to which an indemnifying party may be obligated to provide indemnification under this Agreement, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the that Third Party Claim. The failure to give notice shall Whether or not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Indemnifying Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume assumed the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and Claimant shall not admit any liability with respect to the Third Party Claimto, or settle, compromisecompromise or discharge, or discharge the that Third Party Claim without the indemnifying partyIndemnifying Party's prior written consent. Following If the payment by an indemnifying party Indemnifying Party does not elect to any indemnitee assume control or otherwise participate in connection with the defense of any Third Party Claim, it shall be bound by the indemnifying party results obtained by the Claimant with respect to such Claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) Upon satisfaction of any Third Party Claim pursuant to this Article X, the Indemnifying Party shall be subrogated to all rights and shall stand in the place remedies of the indemnitee Claimant against any third party with respect to such claim; provided that such right of subrogation shall be limited in amount to the amount actually received by the Claimant from the Indemnifying Party with respect to such claim; and provided, further, that any claim by an Indemnifying Party against any such third party resulting from such right of subrogation shall be subordinated to any claim of the Claimant against such third party for amounts in excess of the amount actually received by the Claimant from the Indemnifying Party pursuant to this Article X. (f) The indemnification rights or provided in Sections 10.02 and 10.03 shall extend to the shareholders, members, directors, officers, employees and representatives of the Claimant, although for the purpose of the procedures set forth in this Section 10.05, any indemnification claims by such parties shall be made by and through the indemnitee may Claimant. (g) B&M shall have the right to exercise all indemnification rights provided to LLC in connection with Section 10.02 on behalf of and for the Third Party Claim, or against the person asserting the Third Party Claimbenefit of LLC.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying: (i) the factual basis for such claim; and (ii) the amount of the claim. If the claim relates to an indemnitee receives action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) business days after written notice of any ----------------------------- claimsuch action, suit or the commencement of a claim by a person who is not a party proceeding was given to this Agreement (a "Third Party Claim") with respect to which an indemnifying party may be obligated to provide indemnification under this Agreement, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the Third Party ClaimClaimant. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the Claimant's failure to give the notice. The Indemnifying Party such notice shall describe not preclude Claimant from obtaining indemnification from the Third Indemnifying Party Claim in reasonable detailunless Claimant's failure has materially prejudiced the Indemnifying Party's ability to defend the claim or litigation, including and then the amount Indemnifying Party's obligation shall be reduced to the extent of such prejudice. (estimated if necessaryb) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the loss that has been claim as the Indemnifying Party deems necessary or may be sustained desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the indemniteeClaimant to substantiate the claim. The indemnifying If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. 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. (c) With respect to any claim by a third party as to which the Claimant asserts it is entitled to indemnification hereunder, the Indemnifying Party shall defend or compromise have the Third Party Claim right, at its expense and by counsel of its choice. Within thirty days following the receipt of the noticeown expense, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only participate in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of or at its election to assume control of the defense of such claim, with counsel reasonably satisfactory to Claimant, subject to reimbursement for actual out-of-pocket expenses incurred by Claimant as the result of request by the Indemnifying Party, PROVIDED, HOWEVER, that the Claimant may retain separate co-counsel at its sole cost and expense and participate in the defense of any such claim by a Third third party and, PROVIDED, FURTHER, that the Indemnifying Party Claimshall conduct the defense of the third party claim actively and diligently thereafter. If the Indemnifying Party elects to assume control of the defense of any third party claim, the indemnifying party shall not Indemnifying Party may nevertheless reserve the right to dispute the amount of indemnification claimed or dispute Claimant's right to be liable for indemnified with respect to all or any legal or other costs and expenses subsequently incurred by portion of the indemnitee in connection claim. Except with the defensewritten consent of the Claimant, Indemnifying Party shall not, in defending any claim or any litigation resulting therefrom, consent to entry of any judgment or enter into any settlement which does not release the Claimant from all liability in respect of such claim or litigation. If an indemnifying party elects In the event the Claimant fails to defend consent to any settlement or compromise any Third Party Claimwhich results in damages in excess of the amount for which consent was requested, the indemnitee shall cooperate with limitation of the indemnifying party in all reasonable respects in connection Indemnifying Party's obligations to indemnify the defense or compromise, and shall not admit any liability Claimant with respect to the Third subject matter of the claim shall be the amount of the proposed settlement or compromise rejected by Claimant and the Claimant shall be responsible for, and shall hold harmless the Indemnifying Party Claimfrom, all damages (including, without limitation, attorney's fees, court costs and other costs of litigation or settlesettlement) in excess of the amount of the proposed settlement or compromise rejected by Claimant. (d) If a claim, compromisewhether between the parties or by a third party, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claimrequires immediate action, the indemnifying party parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) In the event an indemnification amount is finally determined to be due and payable to Purchaser pursuant to the provisions hereof prior to the time that the Promissory Note is payable, then the amount of such finally determined indemnification amount shall be subrogated applied against the amount payable pursuant to the Promissory Note and shall stand in against the place amount payable to the Selling Shareholders as the result of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimLetter of Credit.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (1) The party claiming indemnification (the "Claimant") shall give written notice to the party from which indemnification is sought (the "Indemnitor") promptly after the Claimant learns of any claim or proceeding covered by the foregoing agreements to indemnify and hold harmless and failure to provide prompt notice shall not be deemed to jeopardize Claimant's right to demand indemnification, provided, that, Indemnitor is not prejudiced by the -------- ---- delay in receiving notice. (2) With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnitor shall have 15 days to make any investigation of the claim that the Indemnitor deems necessary or desirable, or such lesser time if a 15-day period would jeopardize any rights of Claimant to oppose or protest the claim. For the purpose of this investigation, the Claimant agrees to make available to the Indemnitor and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If an indemnitee receives the Claimant and the Indemnitor cannot agree as to the validity and amount of the claim within the 15-day period, or lesser period if required by this section (or any mutually agreed upon extension hereof) the Claimant may seek appropriate legal remedies. (3) The Indemnitor shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such claim, provided, -------- that, Indemnitor acknowledges in writing to Claimant that Indemnitor would ---- assume responsibility for and demonstrates its financial ability to satisfy the claim should the party asserting the claim prevail. In the event that the Indemnitor shall not satisfy the requirements of the preceding sentence or shall elect not to undertake such defense, or within 15 days after notice of any ----------------------------- such claim from the Claimant shall fail to defend, the Claimant shall have the right to undertake the defense, compromise or settlement of such claim, by counsel or other representatives of its own choosing, on behalf of and for the commencement account and risk of the Indemnitor. Anything in this Section 13.2(c)(3) to the contrary notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Claimant other than as a result of money damages or other money payments, the Claimant shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the claim, (ii) the Indemnitor shall not, without the Claimant's written consent, settle or compromise any claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the plaintiff to the Claimant of a release from all liability in respect of such claim, and (iii) in the event that the Indemnitor undertakes defense of any claim consistent with this Section, the Claimant, by a person who is not a party counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to this Agreement (a "Third Party Claim") consult with the Indemnitor and its counsel or other representatives concerning such claim and the Indemnitor and the Claimant and their respective counsel or other representatives shall cooperate with respect to which an indemnifying party may be obligated to provide indemnification under this Agreement, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimsuch claim.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying party the Indemnifying Party elects to defend or compromise assume control of the defense of any Third Party Claimthird-party claim, the indemnitee Claimant shall cooperate with have the indemnifying party right to participate in all reasonable respects in connection the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or compromiseotherwise participate in the defense of any third party claim, and it shall not admit any liability be bound by the results obtained by the Claimant with respect to such claim. (d) If a claim, whether between the Third Party Claimparties or by a third party, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claimrequires immediate action, the indemnifying party parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, members, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.5, any indemnification claims by such parties shall be subrogated to made by and shall stand in through the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. The procedure for indemnification ----------------------------- shall be as follows: 9.4.1. The party claiming indemnification (the "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim; and (ii) the estimated amount of the claim. If the claim relates to an indemnitee receives action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five days after written notice of such action, suit or proceeding was given to Claimant; provided that failure to give such notice within such five-day period shall not bar or otherwise prejudice Claimant's rights to indemnification with respect to such third-party action, suit or proceeding unless any ----------------------------- defense, claim, counterclaim or crossclaim of the commencement Indemnifying Party is prejudiced thereby. 9.4.2. Following receipt of notice from the Claimant of a claim (other than a claim brought by a person who is third party), the Indemnifying Party shall have 30 days 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 and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim subject to the terms and in accordance with the procedures set forth herein. If the Claimant and the Indemnifying Party do not a party to this Agreement agree within said period (a "Third Party Claim") with or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal or equitable remedy. 9.4.3. With respect to any claim by a third party as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreementhereunder, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party defense of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detailsuch claim, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by with counsel of its choice, and the Claimant shall cooperate fully with the Indemnifying Party. Within thirty days following If the receipt Indemnifying Party elects to assume control of the noticedefense of any third-party claim, the indemnifying party Claimant shall notify have the indemnitee whether right to participate in the indemnifying party will assume responsibility for defending defense of such claim at its own expense. In the Third event that the Indemnifying Party Claimdesires to compromise or settle any such claim, Claimant shall have the right to consent to such settlement or compromise; provided, however, an indemnifying party may elect not that if such settlement or compromise is for money damages only to assume responsibility for defending be paid by the Indemnifying Party, and will include a Third full release and discharge of Claimant, and Claimant withholds its consent to such compromise or settlement, Buyer and Seller agree that (i) the Indemnifying Party's liability shall be limited to the amount of the proposed settlement or compromise, and upon payment of such amount to Claimant, the Indemnifying Party Claim only shall thereupon be relieved of any further liability with respect to such claim, and (ii) from and after such date of payment, Claimant will undertake all legal costs and expenses in connection with any such claims. If the event of Indemnifying Party fails to defend any claim within a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election reasonable time, Claimant shall be entitled to assume the defense of a Third thereof, and the Indemnifying Party Claim, the indemnifying party shall not be liable to Claimant for its expenses reasonably incurred, including attorneys' fees and payment of any legal settlement amount or other costs and expenses subsequently incurred judgment. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the indemnitee in connection with results obtained by the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability Claimant with respect to such claim. 9.4.4. If a claim, whether between the Third Party Claimparties or by a third party, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claimrequires immediate action, the indemnifying party shall be subrogated parties will make every effort to and shall stand in the place of the indemnitee reach a decision with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimthereto as expeditiously as possible.

Procedure for Indemnification. If any Person shall claim indemnification (the "Indemnified Party") hereunder for any claim, 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 indemnitee receives Indemnified Party shall claim indemnification hereunder arising from any claim or demand, the Indemnified Party shall promptly give written notice of any ----------------------------- claim, or the commencement of a claim by a person who is not a party to this Agreement (a "Third Party ClaimClaim Notice") with respect to which an indemnifying party may be obligated to provide indemnification under this Agreementthe Indemnifying Party of the basis for such claim or demand, setting forth the nature of the claim or demand in detail. If the claim is by a third-party, the indemnitee Indemnifying Party shall have the right to compromise or, if appropriate, defend at its own cost and through counsel of its own choosing, any claim or demand set forth in a Claim Notice giving rise to such claim for indemnification. In the event the Indemnifying Party undertakes to compromise or defend any such claim or demand, it shall promptly (and in any event, no later than fifteen (15) days after receipt of the Claim Notice) notify the Indemnified Party in writing of its intention to do so and shall give the indemnifying party notice promptly upon becoming aware 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 Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced defense by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the noticeIndemnifying Party, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Indemnified Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee Indemnifying Party, in connection with such defense, but the defenseIndemnified Party may participate in such defense at its own expense. If No settlement of a third party claim or demand defended by the Indemnifying Party shall be made without the written consent of the Indemnified Party, such consent not to be unreasonably withheld. 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 indemnifying party elects to defend or compromise any Third Party Claimunconditional term thereof, the indemnitee shall cooperate with giving by the indemnifying party in all reasonable respects in connection the defense claimant or compromise, and shall not admit any liability with respect plaintiff to the Third Indemnified Party Claim, of an unconditional release from all liability in respect of such third party claim or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimdemand.

Procedure for Indemnification. If an indemnitee receives The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any ----------------------------- claim, whether between the parties or brought by a third party, specifying in reasonable detail the commencement factual basis for the claim. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days 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 and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, if the indemnitee shall give Indemnifying Party notifies the indemnifying party Claimant in writing within ten (10) days of its receipt of notice promptly upon becoming aware from the Claimant of the Third third-party claim that the Indemnifying Party Claim. The failure to give notice shall not relieve the indemnifying party of acknowledges its obligations except potential liability to the extent that Claimant under this Agreement, the indemnifying party is prejudiced by Indemnifying Party shall have the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying party the Indemnifying Party elects to defend or compromise assume control of the defense of any Third Party Claimthird-party claim, the indemnitee Claimant shall cooperate with have the indemnifying party right to participate in all reasonable respects in connection the defense of such claim at its own expense. If the Indemnifying Party fails timely to notify the Claimant in writing that the Indemnifying Party acknowledges its potential liability to the Claimant under this Agreement or compromiseif the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, and the Indemnifying Party shall not admit any liability be bound by the results obtained by the Claimant with respect to such claim. (d) If a claim, whether between the Third Party Claimparties or by a third party, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claimrequires immediate action, the indemnifying party shall be subrogated parties will make every effort to and shall stand in the place of the indemnitee reach a decision with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimthereto as expeditiously as possible.

Procedure for Indemnification. If an indemnitee receives The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any ----------------------------- claim, whether between the parties or brought by a third party, specifying in reasonable detail the commencement factual basis for the claim and the amount thereof (if known and quantifiable). (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days 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 and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third Party Claim. The failure defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced reimbursement for actual out-of-pocket expenses incurred by the failure Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) assume control of the loss that has been or may be sustained by defense of any third-party claim, the indemnitee. The indemnifying party Claimant shall defend or compromise have the Third Party Claim right to participate in the defense of such claim at its expense and by counsel of its choiceown expense. Within thirty days following If the receipt Indemnifying Party does not elect to participate in or assume control of the noticedefense of any third-party claim, the indemnifying party shall notify Claimant will not enter into any settlement of such claim which could result in indemnification liability unless the indemnitee whether Claimant gives the indemnifying party will assume responsibility for defending the Third Indemnifying Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving prior written notice of its election such settlement. If the Indemnifying Party does not thereupon elect to assume the defense of a Third Party Claimsuch claim within five business days after such notice is given, then the indemnifying party shall not Claimant may enter into such settlement and such settlement will be liable binding upon Buyer and Sellers for purposes of determining whether any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects indemnification payment is required pursuant to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimthis Article 10.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party seeking indemnification under this ARTICLE 11 (the "Claimant") shall give notice to the party from whom indemnification is sought (the "Indemnitor") of any claim, whether solely between the parties or brought by a third party, reasonably specifying (i) the factual basis for the claim, and (ii) the amount of the claim if then known. If the claim relates to an indemnitee receives action, suit or proceeding filed by a third party against Claimant, notice shall be given by Claimant within fifteen (15) days after written notice of any ----------------------------- the action, suit or proceeding was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) days after Claimant becomes, or should have become, aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor if Claimant's failure has not materially prejudiced Indemnitor's ability to defend the claim or litigation. (b) With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnitor shall have thirty (30) days to make any investigation of the claim that the Indemnitor deems necessary or desirable. For the commencement purposes of a this investigation, the Claimant agrees to make available to the Indemnitor and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnitor cannot agree as to the validity and amount of the claim within the 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreementhereunder, the indemnitee Indemnitor shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its own expense and by counsel to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimthe claim with counsel reasonably acceptable to Claimant, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnitor, subject to reimbursement for any legal or other costs and reasonable expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnitor. If an indemnifying party the Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of the claim at its own expense. If the Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party settle such claim or litigation in all reasonable respects in connection the defense or compromisesuch a manner as it deems appropriate, and in any event Indemnitor shall not admit any liability be bound by the results obtained by the Claimant with respect to the Third Party Claimclaim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or settleotherwise, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee incurred in connection with any Third Party Claim, the indemnifying party such claim or litigation. The Indemnitor shall be subrogated to and shall stand in the place all rights of the indemnitee Claimant against any third party with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimclaim for which indemnity was paid.

Procedure for Indemnification. If an indemnitee receives 9.2.1 The Indemnified Party shall give notice to the Indemnifying Parties of any ----------------------------- claim, or the commencement of a claim by a person who is not a party to this Agreement for indemnification (a "Third Party Claim") with respect to which an indemnifying party may be obligated to provide indemnification under this Agreement), specifying in reasonable detail the factual basis for the Claim, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except amount thereof, estimated in good faith, all with reasonable particularity and containing a reference to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving Agreement in respect of which such Claim shall have occurred. 9.2.2 With respect to a Claim solely between the Parties, following receipt of written notice of its election to assume from the defense Indemnified Party of a Third Party Claim, the indemnifying party Indemnifying Party shall not have 15 (fifteen) days to make such investigation of the Claim as the Indemnifying Party deems necessary or desirable, and the Indemnified Party agrees to make available to the Indemnifying Party such information as may be liable for any legal or other costs and expenses subsequently incurred by reasonably necessary in order to substantiate the indemnitee in connection with the defenseClaim. If an indemnifying party elects the Indemnified Party and the Indemnifying Party agree at or prior to defend or compromise any Third Party the expiration of the 15 (fifteen) day period to the validity and amount of such Claim, or if the indemnitee shall cooperate with Indemnifying Party fails to notify the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit Indemnified Party of any liability dispute with respect to the Third validity or amount of such Claim within such 15 (fifteen) day period, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the Claim, or settle, compromise, or discharge subject to the Third terms hereof. If the Indemnified Party Claim without and the indemnifying party's prior written consent. Following Indemnifying Part do not agree within the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim15 (fifteen) day period, the indemnifying party Indemnifying Party shall be subrogated immediately pay to and shall stand in the place Indemnified Party the amount of such Claim to the extent the Parties agree or the amount of the indemnitee Claim is undisputed, and the Indemnified Party may seek appropriate remedy at law or equity, as applicable, subject to the limitations hereof, with respect to any rights or claims portion of its Claim not paid by the indemnitee may have in connection with the Third Indemnifying Party Claim, or against the person asserting the Third Party Claimhereunder.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within as soon as practicable after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty- day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party Claimsubject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or otherwise participate int he defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The failure indemnification rights provided in Sections 10.2 and 10.3 shall extend to give notice the shareholders, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall not relieve be made by and through the indemnifying Claimant. (f) Notwithstanding anything in this Agreement to the contrary, neither party shall indemnify or otherwise be liable to the other party for any breach of its obligations a representation or warranty, or for breach of any covenant in this Agreement except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detaillosses, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the noticeobligations, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; howeverliabilities, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by of such party arising therefrom exceed in the indemnitee in connection with aggregate Ten Thousand Dollars ($10,000). The provisions of the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and foregoing sentence shall not admit any liability with respect apply to liabilities assumed by either party pursuant to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to adjustments and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimprorations.

Procedure for Indemnification. (a) If an indemnitee Indemnitee receives notice or otherwise learns of any ----------------------------- claim, or the commencement of a claim assertion by a person Person (including without limitation any Governmental Entity) who is not a party to this Agreement or the Merger Agreement of any claim or of the commencement by any such Person of any Action (a "Third Third-Party Claim") with respect to which an indemnifying party Indemnifying Party may be obligated to provide indemnification under pursuant to this Agreement, such Indemnitee will give such Indemnifying Party written notice (the indemnitee shall give the indemnifying party notice "Indemnitee Notice") thereof promptly upon after becoming aware of the Third such Third-Party Claim. The ; provided, however, that the failure of any Indemnitee to give notice shall as provided in this Section 5.4 will not relieve the indemnifying party applicable Indemnifying Party of its obligations under this Article V, except to the extent that the indemnifying party such Indemnifying Party is prejudiced by the such failure to give the notice. The notice shall Such Indemnitee Notice will describe the Third Third-Party Claim in reasonable detail, including detail and will indicate the amount (estimated if necessary) of the loss Loss that has been or may be sustained by such Indemnitee. (b) The Indemnitee will provide to the indemnitee. The indemnifying party shall defend Indemnifying Party on request all information and documentation reasonably necessary to support and verify any Losses which the Indemnitee believes give rise to a claim for indemnification hereunder and will give the Indemnifying Party reasonable access to all books, records and personnel in the possession or compromise under the Third Party Claim at its expense and by counsel control of its choice. Within thirty days following the Indemnitee which would have a bearing on such claim. (c) Upon receipt of the noticeIndemnitee Notice required by Section 5.4(a), the indemnifying party shall notify Indemnifying Party will be entitled, if it so elects, to take control of the indemnitee whether defense and investigation with respect to such claim and to employ and engage attorneys of its own choice to handle and defend the indemnifying party will assume responsibility for defending same, at the Third Indemnifying Party's cost, risk and expense, upon written notice to the Indemnitee of such election within 30 calendar days of receipt of the Indemnitee Notice. The Indemnifying Party Claimmay not settle any Third-Party Claim that is the subject of indemnification without the written consent of the Indemnitee, which consent may not be unreasonably withheld; provided, however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the Indemnifying Party may settle a claim was appropriately tendered under without the indemnification provisions Indemnitee's consent if such settlement (i) includes a complete release of this Agreementthe Indemnitee and (ii) does not require the Indemnitee to make any payment or take any action or otherwise materially adversely affect the Indemnitee. After giving notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third Third-Party Claim, the indemnifying party shall such Indemnifying Party will not be liable to such Indemnitee under this Article V for any legal or other costs and expenses subsequently incurred by the indemnitee such Indemnitee in connection with the defense. If an indemnifying party elects to defend defense thereof; provided, that, if the defendants in any such claim include both the Indemnifying Party and one or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claim.more

Procedure for Indemnification. The procedure for indemnification shall be as follows: (1) The party claiming indemnification (the "Claimant") shall give written notice to the party from which indemnification is sought (the "Indemnitor") promptly after the Claimant learns of any claim or proceeding covered by the foregoing agreements to indemnify and hold harmless and failure to provide prompt notice shall not be deemed to jeopardize Claimant's right to demand indemnification, provided, that, -------- ---- Indemnitor is not prejudiced by the delay in receiving notice. (2) With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnitor shall have 15 days to make any investigation of the claim that the Indemnitor deems necessary or desirable, or such lesser time if a 15-day period would jeopardize any rights of Claimant to oppose or protest the claim. For the purpose of this investigation, the Claimant agrees to make available to the Indemnitor and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If an indemnitee receives the Claimant and the Indemnitor cannot agree as to the validity and amount of the claim within the 15-day period, or lesser period if required by this section (or any mutually agreed upon extension hereof) the Claimant may seek appropriate legal remedies. (3) The Indemnitor shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such claim, provided, that, Indemnitor acknowledges in writing to Claimant that Indemnitor -------- ---- would assume responsibility for and demonstrates its financial ability to satisfy the claim should the party asserting the claim prevail. In the event that the Indemnitor shall not satisfy the requirements of the preceding sentence or shall elect not to undertake such defense, or within 15 days after notice of any ----------------------------- such claim from the Claimant shall fail to defend, the Claimant shall have the right to undertake the defense, compromise or settlement of such claim, by counsel or other representatives of its own choosing, on behalf of and for the commencement account and risk of the Indemnitor. Anything in this Section 13.2(c)(3) to the contrary notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Claimant other than as a result of money damages or other money payments, the Claimant shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the claim, (ii) the Indemnitor shall not, without the Claimant's written consent, settle or compromise any claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the plaintiff to the Claimant of a release from all liability in respect of such claim, and (iii) in the event that the Indemnitor undertakes defense of any claim consistent with this Section, the Claimant, by a person who is not a party counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to this Agreement (a "Third Party Claim") consult with the Indemnitor and its counsel or other representatives concerning such claim and the Indemnitor and the Claimant and their respective counsel or other representatives shall cooperate with respect to which an indemnifying party may be obligated to provide indemnification under this Agreement, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimsuch claim.

Procedure for Indemnification. If an indemnitee receives notice of any ----------------------------- claim, or the commencement of a claim by a person who is not a party to this Agreement The procedure for indemnification shall be as follows: (a "Third a) The Party Claim") with respect to which an indemnifying party may be obligated to provide seeking indemnification under this Agreement, Article 15 (the indemnitee "Claimant") shall give notice to the indemnifying Party from whom indemnification is sought (the "Indemnitor") of any claim, whether solely between the parties or brought by a third party, specifying (i) the factual basis for the claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, notice promptly upon becoming shall be given by Claimant within fifteen (15) business days after written notice of the action, suit, or proceeding was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) business days after Claimant becomes, or should have become, aware of the Third Party Claimfacts giving rise to the claim. The Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not relieve the indemnifying party of its obligations preclude Claimant from seeking indemnification from Indemnitor except to the extent that Claimant's failure has materially prejudiced Indemnitor's ability to defend the indemnifying party is prejudiced claim or litigation. (b) With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnitor shall have thirty (30) business days to make any investigation of the claim that the Indemnitor deems necessary or desirable. For the purposes of this investigation, the Claimant agrees to make available to the Indemnitor and/or its authorized representatives the information relied upon by the failure Claimant to give substantiate the noticeclaim. The notice shall describe If the Third Party Claim in reasonable detail, including Claimant and the Indemnitor cannot agree as to the validity and amount (estimated if necessary) of the loss that has been claim within the 30- day period (or any mutually agreed upon extension thereof), the Claimant may be sustained seek appropriate legal remedy. (c) With respect to any claim by a third party which involves only the indemnitee. The indemnifying payment of money damages by such third party and which does not concern any FCC Consent, as to which the Claimant is entitled to indemnification hereunder, the Indemnitor shall defend or compromise have the Third Party Claim right at its own expense and by counsel to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimthe claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnitor, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee Claimant as the result of a request by the Indemnitor. Claimant shall have the right to participate in connection the defense of the claim as its own expense. Prior to the Indemnitor assuming control of the defense of any claim, the Indemnitor must furnish the Claimant with evidence which in the defenseClaimant's reasonable judgment, establishes that the Indemnitor is and will be able to satisfy such liability. If an indemnifying the Indemnitor does not elect to assume control or otherwise participate in the defense of any third party elects to claim, Claimant may, but shall have no obligation to, defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party settle such claim or litigation in all reasonable respects in connection the defense or compromisesuch manner as it deems appropriate, and in any event Indemnitor shall not admit any liability be bound by the results obtained by the Claimant with respect to the Third Party Claimclaim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or settleotherwise, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee incurred in connection with any Third Party Claim, the indemnifying party such claim or litigation. The Indemnitor shall be subrogated to and shall stand in the place all rights of the indemnitee Claimant against any third party with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimclaim for which indemnity was paid.

Procedure for Indemnification. The procedure for indemnification will be as follows: (i) The party claiming indemnification (the “Claimant”) will promptly give notice to the party from which indemnification is claimed (the “Indemnifying Party”) of any claim, whether between the parties or brought by a Third Party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a Third Party against Claimant, such notice will be given by Claimant within fifteen (15) Business Days after written notice of such action, suit, or proceeding was given to Claimant. The Claimant’s failure to give such notice timely will not relieve the Indemnifying Party from any ----------------------------- liability that it otherwise may have to the Claimant except to the extent the Indemnifying Party is actually prejudiced by such failure. Any consideration of or determination by Newco of whether or not to pursue claims for indemnification under Section 9.21(a) against Cargill shall be governed by and made in accordance with the applicable provisions of the Investor Rights Agreement. (ii) With respect to claims solely between the parties hereto, following receipt of notice from the Claimant of a claim, the Indemnifying Party will have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of such thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party will immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity. (iii) With respect to any claim by a person who is not a party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee shall give Indemnifying Party will have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim (subject to subsection (iv) below), and the indemnifying party shall not be liable Claimant will cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying party the Indemnifying Party elects to assume control of the defense of any Third-Party claim, the Claimant will have the right to participate in the defense of such claim at its own expense (except that the Claimant will have the right to participate in the defense of such claim at the Indemnifying Party’s expense if (A) the Claimant has been advised by its counsel that use of the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest, which will be deemed to include any case where there may be a legal defense or claim available to the Claimant that is inconsistent with those available to the Indemnifying Party, or (B) the Indemnifying Party fails to defend or compromise prosecute such claim within a reasonable time). If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any Third Third-Party Claimclaim, the indemnitee shall cooperate Indemnifying Party will be bound by the results obtained by the Claimant with the indemnifying party in all reasonable respects in connection respect to such claim. (iv) The Indemnifying Party may not control the defense of any claim, without the written consent of the Claimant, if (A) the Claimant has been advised by its counsel that use of the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest, or compromise(B) the claim involves any material risk of the sale, and shall not admit forfeiture, or loss of, or the creation of any Lien (other than a judgment lien) on, any material property of the Claimant or could entail a risk of criminal liability to the Claimant. (v) Indemnification of Losses under this Agreement will be net of any insurance proceeds actually paid to the Claimant with respect to the Third Party Claimevent giving rise to such Loss, but no Claimant will have, as of the Effective Time, any obligation under this Agreement to make any claim under any insurance policy that may be applicable to such event. (vi) After the Effective Time, the rights set forth in this Section 9.21 shall be the sole and exclusive remedies of the parties hereto against the other parties hereto for misrepresentations or settlebreaches of covenants contained in this Agreement. Notwithstanding the foregoing, compromise, or discharge nothing herein will prevent the Third Party Claim without the indemnifying party's prior written consent. Following the payment by parties hereto from bringing an indemnifying party to any indemnitee action based upon allegations of fraud in connection with any Third Party Claimthis Agreement. In the event such action is brought, the indemnifying party prevailing party’s attorneys’ fees and costs will be paid by the nonprevailing party. (vii) If there shall be subrogated any conflicts between the provisions of this Section 9.21(c) and Section 9.24(c) (relating to and tax contests), the provisions of Section 9.24(c) shall stand in the place of the indemnitee control with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimtax contests.

Procedure for Indemnification. If an indemnitee receives notice (a) Any party entitled to make a claim for indemnification hereunder shall promptly notify the indemnifying party of any ----------------------------- the claim in writing upon learning of such claim or the facts constituting such claim, describing the claim in reasonable detail, the amount thereof (if known), and the basis therefor. The indemnifying party will be relieved of its indemnification obligations hereunder only to the extent that it is prejudiced by the indemnified party’s failure to give such prompt notice. The party from whom indemnification is sought 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 commencement party seeking indemnification (unless reasonably necessary to protect the rights of the party seeking indemnification) until the expiration of the 30-day response period. (b) If a claim for indemnification hereunder is based on a claim by a person who is not a party to this Agreement (a "Third Party Claim") with respect to which an indemnifying party may be obligated to provide indemnification under this Agreement, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the noticethird party, the indemnifying party shall notify have the indemnitee whether right upon notice to the indemnifying indemnified party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the entire control of the defense thereof, including at its own expense, employment of a Third Party Claimcounsel reasonably satisfactory to the indemnified party; provided that the indemnified party may also participate in any proceeding with counsel of its choice at its expense. In such event, the indemnifying party shall have the right to settle or resolve any such claim by a third party; provided that any such settlement or resolution shall not be liable for any legal concluded without the prior written approval of Parent, in the event the indemnified party is a Buyer Indemnified Party, or other costs and expenses subsequently incurred by Seller, in the indemnitee in connection with event the defense. If an indemnifying indemnified party elects to defend is a Seller Indemnified Party, unless such approval is unreasonably withheld, delayed or compromise any Third Party Claim, the indemnitee conditioned. (c) The party claiming indemnification shall cooperate fully with the indemnifying party in and make available to the indemnifying party all reasonable respects in connection pertinent information under its control. Without limiting the defense or compromisegenerality of the foregoing, the Buyer Group will, and shall not admit any liability will cause employees of the Company and the Subsidiaries to, cooperate fully with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee Seller in connection with any Third Party Claim, matter for which Seller is the indemnifying party party. Such cooperation shall be subrogated to and shall stand include, without limitation, (i) assisting in the place collection and preparation of discovery materials, (ii) meeting with (and making employees available to meet with) Seller and/or its counsel to prepare for and/or appear as witnesses at depositions, court proceedings and/or trial and (iii) providing to Seller and/or its counsel all information under the control of the indemnitee with respect to Company or any rights of the Subsidiaries that is deemed necessary by Seller and/or its counsel for the defense or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimprosecution of such matter.

Procedure for Indemnification. If an indemnitee receives (a) An Indemnified Party shall give written notice (the “Claim Notice”) of any ----------------------------- claimIndemnification Claim (i) in the case of an Indemnification Claim against Parent, or to Parent, and (ii) in the commencement case of a claim an Indemnification Claim against the Company Escrow Parties, to the Stockholder Representative, reasonably promptly, but in any event (A) prior to expiration of any applicable Survival Period, and (B) if such Indemnification Claim relates to the assertion against an Indemnified Party of any Claim by a person who is not a third party to this Agreement (a "“Third Party Claim"”), within thirty (30) with respect days after receipt by the Indemnified Party of written notice of a legal process relating to which an indemnifying party may be obligated to provide indemnification under this Agreement, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the such Third Party Claim. The ; provided, however, that the failure to give notice so notify the Indemnifying Party within such time period shall not relieve the indemnifying party Indemnifying Party of its obligations any obligation or liability to the Indemnified Party, except to the extent that the indemnifying party Indemnifying Party demonstrates that its ability to resolve such Indemnification Claim is prejudiced adversely affected thereby. (b) Unless the Stockholder Representative (in the case of any Indemnification Claim against the Company Escrow Parties) or Parent contests the Indemnification Claim in writing given to the Indemnified Party within 30 days after a Claim Notice is given to the Stockholder Representative and describing in reasonable detail the basis for contesting the Indemnification Claim, the Indemnified Party shall, subject to the other terms of this Article VIII, be paid the amount of Losses related to such Indemnification Claim or the uncontested portion thereof. Disputed Indemnification Claims shall be resolved either (i) in a written agreement signed by Parent and the Stockholder Representative, or (ii) by the failure final judgment, order, award, decision or decree of a court or other trier of fact. In connection with the defense or handling of any Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party and shall, at the request of the Indemnified Party, participate in the defense or handling of such Third Party Claim. (c) Parent will have the right in its sole discretion to give conduct and control, through counsel of its own choosing, the notice. The notice shall describe the defense of any Third Party Claim in reasonable detail, including and will keep the amount (estimated if necessary) Stockholder Representative informed of the status thereof, and will promptly provide copies of all correspondence, pleadings, filings and similar documents in connection therewith (provided that Parent shall not be required to provide any such documents that would reasonably be expected to result in the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the noticeParent’s or the Surviving Corporation’s attorney-client, work product or other privilege), and the indemnifying party shall notify the indemnitee whether the indemnifying party Stockholder Representative will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect be entitled to participate in (but not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume conduct or control) the defense of a Third Party ClaimClaim at the expense of the Company Escrow Parties; provided that the Stockholder Representative will have the right to conduct and control, through counsel of its own choosing, the indemnifying party shall not be liable defense of any claim involving a demand for any legal or other costs and expenses subsequently incurred appraisal rights by the indemnitee in connection a holder of Dissenting Shares, with the defense. If an indemnifying party elects to defend defense of such claim being at the expense of the Company Escrow Parties. (d) Parent may settle, adjust or compromise any Third Party ClaimClaim with or without the consent of the Stockholder Representative; provided, however, that without the indemnitee prior written consent of the Stockholder Representative, which shall cooperate not be unreasonably withheld, conditioned or delayed, and shall be deemed to have been given unless the Stockholder Representative shall have objected within thirty (30) days after a written request for such consent is given to the Stockholder Representative by Parent, (i) Parent shall not settle any Third Party Claim with a Governmental Body in respect of Pre-Closing Taxes, including any Tax audit, other than any such Third Party Claim that relates to employment taxes (for which no consent right shall apply), and (ii) except with respect to Third Party Claims described in the indemnifying party in all reasonable respects in connection foregoing clause (i) of this Section 8.5(d), no settlement, adjustment or compromise of any Third Party Claim shall be determinative of the defense existence of a claim for indemnification under this Article VIII or the amount of Losses relating to such claim. In the event that the Stockholder Representative has consented to any such settlement, adjustment or compromise, and neither the Stockholder Representative nor any Company Escrow Party shall not admit have any liability power or authority to object under any provision of this Article VIII or the Escrow Agreement to the amount of any claim by any Parent Indemnified Party against the Escrow Amount or otherwise for indemnity with respect to the Third Party Claimsuch settlement, adjustment or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claim.

Procedure for Indemnification. If an indemnitee receives notice of any ----------------------------- claim, or the commencement of a claim by a person who is not a The procedure for indemnification shall be as follows: (a) The party to this Agreement (a "Third Party Claim") with respect to which an indemnifying party may be obligated to provide seeking indemnification under this Agreement, Article 16 (the indemnitee "Claimant ") shall give notice to the indemnifying party from whom indemnification is sought (the "Indemnitor") of any claim, whether solely between the parties or brought by a third party, specifying (i) the factual basis for the claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, notice promptly upon becoming shall be given by Claimant within fifteen (15) business days after written notice of the action, suit or proceeding was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) days after Claimant becomes, or should have become, aware of the Third Party Claimfacts giving rise to the claim. The Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not relieve the indemnifying party of its obligations preclude Claimant from seeking indemnification from Indemnitor except to the extent that Claimant's failure has materially prejudiced Indemnitor's ability to defend the indemnifying party is prejudiced claim or litigation. (b) With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnitor shall have thirty (30) calendar days to make any investigation of the claim that the Indemnitor deems necessary or desirable. For the purposes of this investigation, the Claimant agrees to make available to the Indemnitor and/or its authorized representatives the information relied upon by the failure Claimant to give substantiate the noticeclaim. The notice shall describe If the Third Party Claim in reasonable detail, including Claimant and the Indemnitor cannot agree as to the validity and amount (estimated if necessary) of the loss that has been claim within the 30-day period (or any mutually agreed upon extension thereof), the Claimant may be sustained seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the indemnitee. The indemnifying party Claimant is entitled to indemnification hereunder, the Indemnitor shall defend or compromise have the Third Party Claim right at its own expense and by counsel to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimthe claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnitor, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnitor. If an indemnifying party the Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of the claim as its own expense. If the Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party settle such claim or litigation in all reasonable respects in connection the defense or compromisesuch manner as it deems appropriate, and in any event Indemnitor shall not admit any liability be bound by the results obtained by the Claimant with respect to the Third Party Claimclaim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or settleotherwise, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee incurred in connection with any Third Party Claim, the indemnifying party such claim or litigation. The Indemnitor shall be subrogated to and shall stand in the place all rights of the indemnitee Claimant against any third party with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimclaim for which indemnity was paid.

Procedure for Indemnification. The procedure for indemnification shall be as follows: 9.4.1. The party claiming indemnification (the "CLAIMANT") shall promptly give notice to the party from whom indemnification is claimed (the "INDEMNIFYING PARTY") of any claim, whether between the parties or brought by a third party, specifying (a) the factual basis for such claim and (b) the estimated amount of the claim. If the claim relates to an indemnitee receives action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten business days after written notice of such action, suit or proceeding was given to Claimant; provided that failure to give such notice within such ten-day period shall not bar or otherwise prejudice Claimant's rights to indemnification with respect to such third-party action, suit or proceeding unless any ----------------------------- defense, claim, counterclaim or cross-claim of the commencement Indemnifying Party is prejudiced thereby. 9.4.2. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have 30 days 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 and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim subject to the terms and in accordance with the procedures set forth herein. 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. 9.4.3. With respect to any claim by a person who 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 claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. If the Indemnifying Party does not a elect to assume control or otherwise participate in the defense of any third party to this Agreement (a "Third Party Claim") claim, it shall be bound by the results obtained by the Claimant with respect to which an indemnifying party may such claim, and the Indemnifying Party shall be obligated to provide indemnification under this Agreementresponsible and shall promptly reimburse Claimant for all associated costs, fees and expenses. 9.4.4. If a claim, whether between the parties or by a third party, requires immediate action, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure parties will diligently seek to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending reach a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability decision with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimthereto as expeditiously as practicable.

Procedure for Indemnification. The procedure for indemnification shall be as follows: 10.4.1 The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten business days after written notice of such action, suit, or proceeding was given to Claimant; provided, any ----------------------------- delay in providing any notice required by this Section 10.4.1 shall relieve the Indemnifying Party from liability only if, and to the extent, such delay materially and adversely impacts the rights of the Indemnifying Party. 10.4.2 With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity. 10.4.3 With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defense. If an indemnifying party elects to defend or compromise any Third Party Claimresult of a request by the Indemnifying Party, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection provided, however, that Indemnifier may not assume control of the defense or compromise, and shall not admit unless it affirms in writing its obligation to indemnify Claimant for any liability damages incurred by Claimant with respect to such third-party claim. If the Third Indemnifying Party Claim, or settle, compromise, or discharge elects to assume control of the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying defense of any third-party to any indemnitee in connection with any Third Party Claimclaim, the indemnifying Claimant shall have the right to participate in the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, it shall be subrogated to and shall stand bound by the results obtained in good faith by the place of the indemnitee Claimant with respect to such claim. 10.4.4 If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. 10.4.5 The indemnifications rights provided in Section 10.2 and Section 10.3 shall extend to the members, partners, shareholders, officers, directors, employees, representatives and affiliated entities of any rights or Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party Claimelects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The failure indemnification rights provided in Sections 10.2 and 10.3 shall extend to give notice the shareholders, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant. (f) Notwithstanding any provision in this Agreement to the contrary, Seller shall not relieve be required to indemnify Buyer for any losses, liabilities or damages relating to or arising from (i) a chose in action of Seller relating to the indemnifying party Station unless Buyer promptly notifies Seller of its obligations except such chose in action, and thereupon Seller shall have sole responsibility for the prosecution of such chose in action or (ii) any environmental or engineering defect or other circumstance that is described in the environmental survey or engineering study referred to in Sections 6.5 and 6.6 hereof, respectively, if and to the extent that the indemnifying party such defect or circumstance is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detailnot a violation of Seller's representations, including the amount (estimated if necessary) of the loss that has been warranties or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimcovenants hereunder.

Procedure for Indemnification. If an indemnitee receives notice of any ----------------------------- claim, or the commencement of a claim by a person who is not a The procedure for indemnification shall be as follows: (a) The party to this Agreement (a "Third Party Claim") with respect to which an indemnifying party may be obligated to provide seeking indemnification under this Agreement, Article 16 (the indemnitee "Claimant") shall give notice to the indemnifying party from whom indemnification is sought (the "Indemnitor") of any claim, whether solely between the parties or brought by a third party, specifying (i) the factual basis for the claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, notice promptly upon becoming shall be given by Claimant within fifteen (15) business days after written notice of the action, suit or proceeding was given to Claimant, or sooner if action is required by the Indemnitor prior to the expiration of the fifteen (15) business days. In all other circumstances, notice shall be given by Claimant within thirty (30) business days after Claimant becomes, or should have become, aware of the Third Party Claimfacts giving rise to the claim. The Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not relieve the indemnifying party of its obligations preclude Claimant from seeking indemnification from Indemnitor except to the extent that Claimant's failure has materially prejudiced Indemnitor's ability to defend the indemnifying party is prejudiced claim or litigation. (b) With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnitor shall have thirty (30) business days to make any investigation of the claim that the Indemnitor deems necessary or desirable. For the purposes of this investigation, the Claimant agrees to make available to the Indemnitor and/or its authorized representatives the information relied upon by the failure Claimant to give substantiate the noticeclaim. The notice shall describe If the Third Party Claim in reasonable detail, including Claimant and the Indemnitor cannot agree as to the validity and amount (estimated if necessary) of the loss that has been claim within the 30-day period (or any mutually agreed upon extension thereof), the Claimant may be sustained seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the indemnitee. The indemnifying party Claimant is entitled to indemnification hereunder, the Indemnitor shall defend or compromise have the Third Party Claim right at its own expense and by counsel to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimthe claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnitor, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnitor. If an indemnifying party the Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of the claim at its own expense. If the Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party settle such claim or litigation in all reasonable respects in connection the defense or compromisesuch manner as it deems appropriate, and in any event Indemnitor shall not admit any liability be bound by the results obtained by the Claimant with respect to the Third Party Claimclaim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or settleotherwise, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee incurred in connection with any Third Party Claim, the indemnifying party such claim or litigation. The Indemnitor shall be subrogated to and shall stand in the place all rights of the indemnitee Claimant against any third party with respect to any rights claim for which indemnity was paid. Notwithstanding anything herein to the contrary, neither Indemnitor nor Claimant shall settle any third party claim or claims litigation without providing the indemnitee may have other party reasonable prior notice of the terms of such settlement at least five (5) business days prior to the execution of any such settlement, unless emergency circumstances dictate otherwise; provided, that Indemnitor shall not enter into any such settlement of third party claim without the Claimant's prior written approval, which approval shall not be unreasonably withheld and shall, in connection with any event, be provided if the Third Party Claim, or against the person asserting the Third Party Claimsettlement provides a full release of liability for Claimant and does not otherwise impose any liability on Claimant.

Procedure for Indemnification. The procedure for seeking indemnification shall be as follows. (a) The party claiming indemnification (the “Claimant”) shall promptly give notice to the party from whom indemnification is claimed (the “Indemnifying Party”) of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim and (ii) if known, the estimated amount of the claim. If the claim relates to an indemnitee receives action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) business days after written notice of such action, suit or proceeding was given to Claimant. Such notice shall not be a condition precedent to any ----------------------------- claimliability of the Indemnifying Party under the provisions for indemnification contained in this Agreement, unless (and only to the extent that) failure to give such notice materially prejudices the rights of the Indemnifying Party with respect to such actions or proceedings. (b) Following receipt of notice from the commencement Claimant of a claim for indemnification, the Indemnifying Party shall have thirty (30) calendar days 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 and its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) calendar day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. 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. (c) With respect to any claim by a third party as to which the Claimant seeks indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. Notwithstanding the election of the Indemnifying Party to assume the defense of such action, the Claimant shall have the right to employ separate counsel and to participate in the defense of such action, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of separate counsel if (i) the use of counsel chosen by the Indemnifying Party to represent the Claimant would present such counsel with a conflict of interest; (ii) the defendants in, or targets of, any such action include both the Indemnifying Party and the Claimant, and there are reasonably likely to be legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Claimant except to the extent not jeopardizing such additional defenses); (iii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Claimant to represent the Claimant within a reasonable time after notice of the institution of such action; or (iv) the Indemnifying Party shall authorize in writing the Claimant to employ separate counsel at the expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Claimant shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense, subject to attorney client privilege and confidentiality agreements. In any event, the Claimant, the Indemnifying Party and the Indemnifying Party’s counsel (and, if applicable, the Claimant’s counsel), shall cooperate (at no material cost to the Claimant other than the cost of Claimant’s counsel) in the compromise of, or defense against, any such asserted liability. If the Indemnifying Party assumes the defense of such an action, no compromise or settlement thereof may be effected by the Indemnifying Party without the Claimant’s consent (which shall in any event not be unreasonably withheld) unless (x) there is no finding or admission of any violation of the rights of any person who by the Claimant and no effect on any other claims that may be made against the Claimant and (y) the sole relief provided is not monetary damages that are paid in full by the Indemnifying Party. (d) If a party claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to this Agreement (reach a "Third Party Claim") decision with respect thereto as expeditiously as possible. (e) The Claimant may not compromise or settle any such claim without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld. (f) The indemnification rights provided in Sections 10.2 and 10.3 shall extend to which an indemnifying party may the shareholders, directors, officers, employees, Affiliates and agents of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be obligated to provide made by and through the Claimant. (g) The indemnification obligations of Seller under this Agreement, Article X shall constitute the indemnitee shall give sole and exclusive remedies of Buyer for recovery of money damages after the indemnifying party notice promptly upon becoming aware of the Third Party ClaimClosing Date. The failure to give notice indemnification obligations of Buyer under this Article X shall not relieve constitute the indemnifying party sole and exclusive remedies of its obligations Seller for recovery of money damages after the Closing Date, except to the extent that Seller is seeking to recover with respect to any failure of Buyer to pay amounts owed to Seller pursuant to Section 2.2 hereof or any failure of Buyer to satisfy the indemnifying party is prejudiced by Royalty Payment Obligations or the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability assumed obligations with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimAssigned Contracts (if any).

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the Indemnity Escrow Agent and the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) days after written notice of any ----------------------------- claimsuch action, suit, or proceeding was received by Claimant, provided that any failure to give notice of such action, suit, or proceeding within such ten (10) day period shall not relieve the commencement Indemnifying Party of its obligations hereunder except to the extent such failure shall have prejudiced such party in the defense or resolution of any such claim. The notice of a claim by a person who is not a party to this Agreement (a "Third Party Claim") may be amended on one or more occasions with respect to the amount of the claim at any time prior to final resolution of the obligation to indemnify relating to the claim. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of the claim, the Indemnifying Party shall have thirty (30) days 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 and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day (30) period (or any mutually agreed upon extension thereof) to the validity and amount -42- of such claim, the Indemnifying Party shall immediately pay to the Claimant the amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day (30) period (or any mutually agreed upon extension thereof), the Claimant may seek an appropriate remedy at law or equity. (c) With respect to any claim by a third party as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right, at its own expense, to participate in or assume control of the Third Party Claimdefense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. The failure Indemnifying Party may elect to give notice shall not relieve the indemnifying party of compromise or contest, at its obligations except own expense and with counsel reasonably acceptable to the extent that Claimant, any third party claim. If the indemnifying Indemnifying Party elects to compromise or contest such third party is prejudiced by the failure to give the notice. The notice claim, it shall describe the Third Party Claim in reasonable detail, including the amount within thirty (estimated if necessary30) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the after receipt of the noticenotice of the claim (or sooner, if the indemnifying nature of the third party shall claim so requires) notify the indemnitee whether Claimant of its intent to do so by sending a notice to the indemnifying Indemnified Party (the "Contest Notice"), and the Claimant shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such third party will assume responsibility for defending claim. If the Third Indemnifying Party Claim; however, an indemnifying party may elect elects not to assume responsibility for defending a Third Party Claim only in compromise or contest the event of a good faith dispute that third party claim, fails to notify the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice Claimant of its election as herein provided or contests its obligation to indemnify under this Agreement, the Claimant (upon further notice to the Indemnifying Party) shall have the right to pay, compromise or contest such third party claim on behalf of and for the account and risk of the Indemnifying Party. Anything in this Section 11.3 to the contrary notwithstanding, (i) the Claimant shall have the right, at its own cost and for its own account, to compromise or contest any third party claim, and (ii) the Indemnifying Party shall not, without the Claimant's written consent, settle or compromise any third party claim or consent to entry of any judgment which does not include an unconditional term releasing the Claimant from all liability in respect of such third party claim. In any event, the Claimant and the Indemnifying Party may participate, at their own expense, in the contest of such third party claim. In addition, with respect to any claim related to Taxes, ▇▇▇▇, Purchaser and Licensee shall have the right to participate in and attend any meeting or proceeding (at ▇▇▇▇'▇, Purchaser's and Licensee's own cost and expense) with respect thereto, shall be provided with copies of any written communication or information regarding any oral communication with respect thereto as soon as possible after the receipt thereof (including, but not limited to, information with respect to any proposed meeting or proceeding) and shall have the right to approve any settlement thereof if the terms of such settlement could increase, directly or indirectly, any liability for Taxes of ▇▇▇▇, Purchaser or Licensee in any period following the Closing. If the Indemnifying Party elects to assume control of the defense of a Third Party Claimthird-party claim, the indemnifying Claimant shall have the right to participate in the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall not be liable for any legal or other costs and expenses subsequently incurred bound by the indemnitee in connection with results obtained by the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability Claimant with respect to such claim. (d) If a claim, whether between the Third Party Claimparties or by a third party, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claimrequires immediate action, the indemnifying party shall be subrogated parties will make every effort to and shall stand in the place of the indemnitee reach a decision with respect thereto as expeditiously as possible. (e) The indemnification rights provided in Sections 11.1 and 11.2 shall extend to the owners, shareholders, directors, officers, members, employees, and representatives of any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. The procedure for seeking indemnification shall be as follows. i. The party claiming indemnification (the "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim and (ii) if known, the estimated amount of the claim. If the claim relates to an indemnitee receives action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) business days after written notice of such action, suit or proceeding as given to Claimant. Such notice shall not be a condition precedent to any ----------------------------- claimliability of the Indemnifying Party under the provisions for indemnification contained in this Agreement, unless (and only to the extent that) failure to give such notice materially prejudices the rights of the Indemnifying Party with respect to such actions or proceedings. ii. Following receipt of notice from the commencement Claimant of a claim for indemnification, the Indemnifying Party shall have thirty (30) days 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 and its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. 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. iii. With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreementhereunder, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third Party Claim. The failure defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced reimbursement for actual out-of-pocket expenses incurred by the failure Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) assume control of the loss that has been or may be sustained by defense of any third-party claim, the indemnitee. The indemnifying party Claimant shall defend or compromise have the Third Party Claim right to participate in the defense of such claim at its expense and by counsel of its choiceown expense. Within thirty days following Notwithstanding the receipt election of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Indemnifying Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch action, the indemnifying party Claimant shall not be liable for any legal or other have the right to employ separate counsel and to participate in the defense of such action, and the Indemnifying Party shall bear the reasonable fees, costs and expenses subsequently incurred of separate counsel if (a) in the reasonable judgment of the Claimant the use of counsel chosen by the indemnitee Indemnifying Party to represent the Claimant would present such counsel with a conflict of interest; (b) the defendants in, or targets of, any such action include both the Indemnifying Party and the Claimant, and the Claimant shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in connection with which case the defenseIndemnifying Party shall not have the right to direct the defense of such action on behalf of the Claimant); (c) the Indemnifying Party shall not have employed counsel satisfactory to the Claimant, in the exercise of the Claimant's reasonable judgment, to represent the Claimant within a reasonable time after notice of the institution of such action; or (d) the Indemnifying Party shall authorize in writing the Claimant to employ separate counsel at the expense of the Indemnifying Party. If an indemnifying party elects the Indemnifying Party chooses to defend any claim, the Claimant shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense, subject to attorney client privilege and confidentiality agreements. In any event, the Claimant, the Indemnifying Party and the Indemnifying Party's counsel (and, if applicable, the Claimant's counsel), shall cooperate (at no material cost to the Claimant other than the cost of Claimant's counsel) in the compromise of, or defense against, any such asserted liability. If the Indemnifying Party assumes the defense of such an action, no compromise or settlement thereof may be effected by the Indemnifying Party without the Claimant's consent (which shall in any event not be unreasonably withheld) unless (i) there is no finding or admission of any violation of the rights of any person by the Claimant and no effect on any other claims that may be made against the Claimant and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. iv. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. v. The Claimant may not compromise any Third Party Claimsuch claim without the prior written consent of the Indemnifying Party, the indemnitee which consent may not be unreasonably withheld. vi. The indemnification rights provided in Sections 10.2 and 10.3 shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect extend to the Third Party Claimshareholders, or settledirectors, compromiseofficers, or discharge employees, Affiliates and agents of the Third Party Claim without Claimant although for the indemnifying party's prior written consent. Following purpose of the payment procedures set forth in this Section 10.4, any indemnification claims by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party such parties shall be subrogated to made by and through the Claimant. vii. The indemnification obligations of Buyer and Seller under this Article X shall stand in constitute the place sole and exclusive remedies of Buyer and Seller for recovery of money damages after the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClosing Date.

Procedure for Indemnification. If (a) In the event that an indemnitee receives Indemnified Person seeks recovery under this Article X, such Indemnified Person shall deliver a written claim notice (a “Claim Notice”) to the Shareholders: (i) stating that an Indemnified Person has incurred, paid, suffered or accrued Damages, or reasonably anticipates that it may have to incur, pay, suffer or accrue Damages, (ii) specifying in reasonable detail the individual items of any ----------------------------- claimDamages included in the amount so stated, the date each such item was incurred, paid, suffered or accrued, or the commencement basis for such anticipated Liability, and the nature of the misrepresentation, breach of warranty, breach of covenant or agreement or other claim or matter to which such item is related, and (iii) indicating, if applicable, the amount that will be deducted from future Installment Payments in respect of such Damages, if applicable. (b) With respect to any disputed claim in a Claim Notice, the following shall apply: (i) In the event that the Shareholders object in writing to any claim by a person who is not a party or claims made in any Claim Notice within 30 days, the Shareholders and the Asset Purchaser shall attempt in good faith to this Agreement (a "Third Party Claim") agree upon the rights of the respective Parties with respect to which an indemnifying party each of such claims. If the Shareholders and the Asset Purchaser should so agree, a memorandum setting forth such agreement shall be prepared and signed by the Asset Purchaser and the Shareholders. (ii) If no such agreement can be reached after good faith negotiation for a period of at least 20 calendar days (or such longer period as may be obligated mutually agreed upon by the Shareholders and the Asset Purchaser), either the Asset Purchaser or the Shareholders may submit such disputed matter to provide indemnification under a court of competent jurisdiction in accordance with Section 11.6 to finally resolve such disputed matter. (iii) In the event that any portion of the Installment Payments becomes due while any matter is in dispute pursuant to this AgreementSection 10.4(b), the indemnitee Surviving Corporation shall give be permitted to hold back, upon instruction from the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except Asset Purchaser, from such Installment Payments an amount equal to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim Indemnified Person’s estimated Damages in reasonable detail, including the amount (estimated if necessary) of the loss that dispute until such claim has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not finally resolved pursuant to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimSection 10.4(b).

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten business days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim and the Indemnifying Party shall have no further obligation with respect thereto. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Claimant shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying party the Indemnifying Party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection assume control of the defense of any third-party claim, it shall do so at its own expense and the Claimant shall have the right to participate in the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or compromiseotherwise participate in the defense of any third party claim, and it shall not admit any liability be bound by the results obtained in good faith by the Claimant with respect to such claim; provided, however, that the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party Claimant shall not agree to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee settlement with respect to any claim requiring payment or other consideration in (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The Indemnification rights or provided in Sections 10.2, 10.3 and 10.4 shall extend to the shareholders, partners, directors, officers, employees, representatives and successors of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the indemnitee may have in connection with Claimant, to the Third Party Claim, or against extent reasonably possible. Claims of such Persons shall be deemed claims solely between the person asserting the Third Party Claimparties and not third party claims.

Procedure for Indemnification. The procedure for seeking indemnification shall be as follows: (a) The party claiming indemnification (the “Claimant”) shall promptly give notice to the party from whom indemnification is claimed (the “Indemnifying Party”) of any claim, whether between the parties or brought by a third party, specifying the factual basis for such claim and if known, the estimated amount of the claim. If the claim relates to an indemnitee receives action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five Business Days after written notice of any ----------------------------- claimsuch action, suit or the commencement of a claim by a person who is not a party proceeding was given to this Agreement (a "Third Party Claim") with respect to which an indemnifying party may be obligated to provide indemnification under this Agreement, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the Third Party ClaimClaimant. The failure to give Such notice shall not relieve affect any liability of the indemnifying party of its obligations Indemnifying Party under the provisions for indemnification contained in this Agreement except to the extent that the indemnifying party is prejudiced by the failure to give such notice materially prejudices the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) rights of the loss that has been Indemnifying Party with respect to such actions or may be sustained proceedings. (b) Following receipt of notice from the Claimant of a claim for indemnification, the Indemnifying Party shall have 30 days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant shall make available to the Indemnifying Party and its authorized representative(s) the information relied upon by the indemniteeClaimant to substantiate the claim. The indemnifying If the Claimant and the Indemnifying Party agree at or prior to the expiration of such 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within such 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall defend or compromise have the Third Party Claim right, at its expense and by counsel of its choice. Within thirty days following the receipt own expense, to assume control of the noticedefense of such claim with counsel reasonably acceptable to the Claimant, and the Claimant shall reasonably cooperate with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as a result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the indemnifying party Indemnifying Party shall notify be deemed to have conceded that it is responsible to indemnify the indemnitee whether Claimant for Losses relating to such claim (subject to the indemnifying party will assume responsibility for defending limitations in Section 12.6). Notwithstanding the Third election of the Indemnifying Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch action, the indemnifying party Claimant shall not be liable for any legal or other have the right to employ separate counsel and to participate in the defense of such action at its own expense, except that the Indemnifying Party shall bear the reasonable fees, costs and expenses subsequently incurred of separate counsel if: (i) the use of counsel chosen by the indemnitee Indemnifying Party to represent the Claimant would present such counsel with a conflict of interest; (ii) the defendants in, or targets of, any such action include both the Indemnifying Party and the Claimant, and there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in connection with which case the defenseIndemnifying Party shall not have the right to direct the defense of such action on behalf of the Claimant); or (iii) the Indemnifying Party shall not have employed counsel satisfactory to the Claimant, in the exercise of the Claimant’s reasonable judgment, to represent the Claimant within 15 Business Days after notice of the institution of such action. If an indemnifying party the Indemnifying Party elects to defend or compromise any Third Party Claimclaim, the indemnitee Claimant shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense, subject to attorney client privilege and confidentiality agreements. The Claimant, the Indemnifying Party and the Indemnifying Party’s counsel (and, if applicable, the Claimant’s counsel) shall cooperate with (at no material cost to the indemnifying party Claimant other than the cost of Claimant’s counsel) in all reasonable respects in connection the compromise of, or defense against, any such asserted liability. If the Indemnifying Party assumes the defense of such an action, no compromise or compromisesettlement thereof may be effected by the Indemnifying Party without the Claimant’s consent unless (x) there is no finding or admission of any violation of the rights of any person by the Claimant and no effect on any other claims that may be made against the Claimant and (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not, and shall not admit be entitled to, defend, contest or otherwise protect the Claimant for any liability third-party claim to the extent that such third party claim (1) seeks (or threatens to seek) an injunction or other equitable relief, (2) relates to any criminal proceeding or involves claims by any Governmental Authority or (3) seeks an amount in excess of the Cap. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The Claimant may not compromise any such claim without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld, conditioned or delayed. (f) The indemnification rights provided in Sections 12.2 and 12.3 shall extend to the Third Party Claimstockholders, or settledirectors, compromisetrustees, or discharge managers, members, limited partners, general partners, officers, employees, Affiliates and agents of the Third Party Claim without Claimant, although for the indemnifying party's prior written consent. Following purpose of the payment procedures set forth in this Section 12.5, any indemnification claims by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party such parties shall be subrogated to made by and through the Claimant. (g) This Article XII shall stand in constitute the place sole and exclusive remedy of Buyer for recovery of money damages after the indemnitee Closing Date with respect to any rights breach by WCP, WCM, Sellers or the Individual Equityholders of any representations, warranties, covenants or agreements set forth in this Agreement or in any certificate delivered pursuant to this Agreement, other than for (i) claims under Article II, (ii) actions for specific performance or other equitable remedies and (iii) Losses resulting from fraud. (h) On March 15, 2022, Buyer and Sellers shall instruct the indemnitee may Escrow Agent to release to Sellers, by wire transfer of immediately available funds in accordance with their respective Purchase Consideration Percentages and to the accounts set forth on Schedule 2.3, an amount equal to the greater of (i) zero dollars and (ii) the difference between (A) the amount then held in the Indemnity Escrow Account, and (B) the sum of 7.5% of the Base Purchase Consideration and the aggregate amount of Losses claimed by Buyer pursuant to claims made and not fully resolved prior to such date. (i) On the date that is 18 months after the Closing Date, Buyer and Sellers shall instruct the Escrow Agent to release any remaining funds in the Indemnity Escrow Account (other than the aggregate amount of Losses claimed by Buyer pursuant to claims made and not fully resolved prior to such date) to Sellers, in accordance with their respective Purchase Consideration Percentages. Following such date, Buyer and Sellers shall instruct the Escrow Agent to release any funds remaining in the Indemnity Escrow Account pursuant to claims made and not fully resolved prior to such date to Sellers, in accordance with their respective Purchase Consideration Percentages, promptly following the date on which all such pending claims have in connection with the Third Party Claim, or against the person asserting the Third Party Claimbeen fully and finally resolved.

Procedure for Indemnification. The procedure for indemnification pursuant to this Article 10 shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim, the amount thereof, estimated in good faith, and the method of computation of such claim, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such indemnification claim shall have occurred. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five Business Days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of such thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms hereof (including Sections 10.2(b) and 10.3(b)). If the Claimant and the Indemnifying Party do not agree within such thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedies at law or equity, as applicable, subject to the limitations of Sections 10.2(b) and 10.3(b). Any claim by a person who is not a party for indemnity pursuant to this Agreement (a "Third Party Claim") Article 10 with respect to which (i) the Claimant and the Indemnifying Party agree as to its validity and amount, (2) a final judgment, order or award of a court of competent jurisdiction deciding such claim has been rendered, as evidenced by a certified copy of such judgment, provided that such judgment is not appealable or the time for taking an indemnifying appeal has expired or (3) the Indemnifying Party has not given written notice to the Claimant disputing such claim in whole or in part within thirty days of receiving notice thereof, is referred to as a "Settled Claim." (c) With respect to any claim by a third party may be obligated as to provide which the Claimant is entitled to indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third Party Claim. The failure defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced reimbursement for actual out-of-pocket expenses incurred by the failure Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) assume control of the loss that has been or may be sustained by defense of any third-party claim, the indemnitee. The indemnifying party Claimant shall defend or compromise have the Third Party Claim right to participate in the defense of such claim at its expense and by own expense. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, then the Claimant may defend through counsel of its choice. Within thirty days following own choosing and (so long as it gives the receipt Indemnifying Party at least fifteen (15) days' prior written notice of the noticeterms of any proposed settlement thereof and permits the Indemnifying Party to then undertake the defense thereof) settle such claim, action or suit, and to recover from the Indemnifying Party the amount of such settlement or of any judgment and the costs and expenses of such defense. The Indemnifying Party may compromise or settle any third party claim, action or suit subject to indemnification hereunder in its sole discretion if (i) the terms of such compromise or settlement do not impose any non-monetary obligations on the Claimant and (ii) any monetary obligations in respect of such compromise or settlement are paid by the Indemnifying Party. Without limiting the foregoing, the indemnifying Indemnifying Party may compromise or settle any such third party shall notify claim, action or suit with the indemnitee whether prior written consent of the indemnifying party will assume responsibility for defending the Third Party Claim; howeverClaimant, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party which consent shall not be liable for any legal unreasonably withheld or other costs and expenses subsequently incurred delayed. (d) If a claim, whether between the parties or by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claima third party, requires immediate action, the indemnitee shall cooperate parties will make every effort to reach a decision with respect thereto as expeditiously as practicable. (e) Subject to the indemnifying party in all reasonable respects in connection limitations set forth herein and without expanding the defense or compromisetotal liability of AWS, AWS PCS and Cingular, on the one hand, and Triton and Triton PCS, on the other hand, hereunder, the indemnification rights provided in Section 10.2 and Section 10.3 shall not admit any liability with respect extend to the Third Party Claimmembers, or settlepartners, compromiseshareholders, or discharge officers, directors, employees, agents and controlled Affiliates of any Claimant, although for the Third Party Claim without purpose of the indemnifying party's prior written consent. Following the payment procedures set forth in this Section 10.4, any indemnification claims by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party such parties shall be subrogated to made by and shall stand in through the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give written notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant no later than five (5) business days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant provided that the failure to timely give notice shall not extinguish the Claimant's right to indemnification unless such failure materially adversely affects the Indemnifying Party's rights. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree in writing at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim or such amount as agreed to by the parties. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying party the Indemnifying Party elects to defend or compromise assume control of the defense of any Third Party Claimthird-party claim, the indemnitee Claimant shall cooperate with have the indemnifying party right to participate in all reasonable respects in connection the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or compromiseotherwise participate in the defense of any third party claim, and it shall not admit any liability be bound by the results obtained by the Claimant with respect to such claim. (d) If a claim, whether between the Third Party Claimparties or by a third party, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claimrequires immediate action, the indemnifying party parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The indemnification rights provided herein shall extend to the shareholders, directors, officers, employees, representatives and successors and assigns of any Claimant although for the purpose of the procedures set forth in this Section 4.4, any indemnification claims by such parties shall be subrogated to made by and shall stand in through the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten Business Days after written notice of such action, suit, or proceeding was given to Claimant. The Claimant's failure to give such notice timely shall not relieve the Indemnifying Party from any ----------------------------- liability that it otherwise may have to the Claimant except to the extent the Indemnifying Party is actually prejudiced by such failure. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, if the indemnitee shall give Indemnifying Party notifies the indemnifying party Claimant in writing within ten Business Days of its receipt of notice promptly upon becoming aware from the Claimant of the Third third-party claim that the Indemnifying Party Claim. The failure to give notice shall not relieve the indemnifying party of acknowledges its obligations except potential liability to the extent that Claimant under this Agreement, the indemnifying party is prejudiced by Indemnifying Party shall have the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim (subject to Section 9.4(d)), and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying the Indemnifying Party elects to assume control of the defense of any third-party elects claim, the Claimant shall have the right to participate in the defense of such claim at its own expense (except that the Claimant shall have the right to participate in the defense of such claim at the Indemnifying Party's expense if (i) the Claimant has been advised by its counsel that use of the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest, which shall be deemed to include any case where there may be a legal defense or claim available to the Claimant that is different from or additional to those available to the Indemnifying Party, or (ii) the Indemnifying Party fails vigorously to defend or compromise prosecute such claim within a reasonable time). If the Indemnifying Party fails timely to notify the Claimant in writing that the Indemnifying Party acknowledges its potential liability to the Claimant under this Agreement or if the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any Third Party Claimthird-party claim, the indemnitee Indemnifying Party shall cooperate with be bound by the indemnifying party in all reasonable respects in connection results obtained by the defense or compromise, and shall not admit any liability Claimant with respect to such claim. (d) The Indemnifying Party may not control the Third defense of any claim, without the written consent of the Claimant, if (i) the Claimant has been advised by its counsel that use of the same counsel to represent both the Indemnifying Party Claimand the Claimant would present a conflict of interest, or settle(ii) the claim involves any material risk of the sale, compromiseforfeiture, or discharge loss of, or the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to creation of any indemnitee in connection with lien (other than a judgment lien) on, any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place material property of the indemnitee with respect Claimant or could entail a risk of criminal liability to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. If an indemnitee receives The procedure for indemnification shall be as follows: The party claiming indemnification (the “Claimant”) shall give reasonably prompt notice to the party from whom indemnification is claimed (the “Indemnifying Party”) of any ----------------------------- claim, whether between the parties or brought by a third party, specifying (a) the commencement factual basis for such claim and (b) the amount of the claim. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) days (or such 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 agree at or prior to the expiration of twenty (20) day period (or any mutually agreed upon extension thereof) to the validity and amount of such 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 person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreementhereunder, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party Claimelects to assume control of the defense of any third-party claim at its sole cost and expense, the indemnifying party Claimant shall not be liable for any legal or other costs and expenses subsequently incurred by have the indemnitee right to participate in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection 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 compromiseif the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, and shall not admit any liability with respect to then the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consentClaimant will be reimbursed for reasonable expenses of counsel. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claim[***].

Procedure for Indemnification. If an indemnitee receives The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "CLAIMANT"), shall give notice to the other party (the "INDEMNIFIER") of any ----------------------------- claim, whether between the parties or brought by a third party, within fifteen (15) business days of receiving notice, or becoming aware thereof, and specifying (i) the commencement factual basis for such claim, and (ii) the amount of the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have thirty (30) days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within said period (or any mutually agreed upon extension thereof), the parties agree to arbitrate the matter pursuant to Section 8.10. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated to provide either Buyer or Seller is claiming indemnification under this Agreementhereunder, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure Indemnifier, subject to give notice shall not relieve the indemnifying party its acknowledgment of its indemnity obligations except to hereunder, shall have the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its own expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event control of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party the Indemnifier elects to defend or compromise assume control of the defense of any Third Party Claimthird-party claim, the indemnitee Claimant shall cooperate with have the indemnifying party right to participate in all reasonable respects in connection the defense of such claim at its own expense. If the Indemnifier does not elect to assume control or compromiseotherwise participate in the defense of any third-party claim, and it shall not admit any liability be bound by the results obtained by the Claimant with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimsuch claim.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the “Claimant”) shall promptly give notice to the party from which indemnification is claimed (the “Indemnifying Party”) of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim, the amount thereof, estimated in good faith, and the method of computation of such claim, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such indemnification claim shall have occurred. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against the Claimant, such notice shall be given by the Claimant promptly after written notice of such action, suit, or proceeding was given to the Claimant; provided, however, that any ----------------------------- delay in giving the notice shall not impair the Claimant’s rights hereunder unless such delay has a material adverse effect on the Indemnifying Party’s ability to defend such claim. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree prior to the expiration of such thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within such thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedies at law or equity, as applicable. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third defense of such claim if, within ten business days after notice from the Claimant of any such claim for Losses, the Indemnifying Party Claimprovides to the Claimant notice thereof acknowledging its potential liability to the Claimant hereunder, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. The failure If the Indemnifying Party elects to give assume control of the defense of any third-party claim in accordance with the preceding sentence, the Claimant shall have the right to participate in such defense with legal counsel of the Claimant’s own selection, but the fees and expenses of such counsel shall be its fees and expenses unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party has failed to assume the defense of such claim, within ten business days after receiving notice of such claim, (iii) the remedies sought against the Claimant include any remedy that is not solely a claim for monetary damages or (iv) the named parties to any proceeding in respect of the claim (including any impleaded parties) include both the Indemnifying Party and the Claimant and the Claimant has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case, if the Claimant notifies the Indemnifying Party that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not relieve have the indemnifying right to assume the defense of such action, claim, or proceeding on behalf of the Claimant). If the Indemnifying Party does not (or, as provided in clause (iv) of the preceding sentence, cannot) elect to assume control or otherwise participate in the defense of any third-party claim, then the Claimant may defend through counsel of its obligations except own choosing and settle such claim, action, or suit, and recover from the Indemnifying Party the amount of such settlement or of any judgment and the costs and expenses of such defense, to the extent that the indemnifying party such claim is prejudiced by otherwise subject to the failure to give the noticeIndemnifying Party’s indemnification obligations under this Article 10. The notice Indemnifying Party shall describe not compromise or settle any third party claim, action, or suit without the Third Party Claim in reasonable detail, including the amount (estimated if necessary) prior written consent of the loss Claimant, which consent will not be unreasonably withheld or delayed, except that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise Indemnifying Party may, without obtaining the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt consent of the noticeClaimant, settle any economic claim by a third party by agreeing to pay the full amount of the claim to the third party. (d) If a claim, whether between the parties or by a third party, requires immediate action, the indemnifying party shall notify the indemnitee whether the indemnifying party parties will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not make every reasonable effort to assume responsibility for defending reach a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability decision with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimthereto as expeditiously as practicable.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim, the amount thereof, estimated in good faith, and the method of computation of such claim, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such indemnification claim shall have occurred. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten Business Days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. 54 49 (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms hereof (including Sections 10.2(b) and 10.3(b)). If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity, as applicable, subject to the limitations of Sections 10.2(b) and 10.3(b). (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third Party Claim. The failure defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced reimbursement for actual out-of-pocket expenses incurred by the failure Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) assume control of the loss that has been or may be sustained by defense of any third-party claim, the indemnitee. The indemnifying party Claimant shall defend or compromise have the Third Party Claim right to participate in the defense of such claim at its expense and by own expense. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, then the Claimant may defend through counsel of its choice. Within thirty days following own choosing and (so long as it gives the receipt Indemnifying Party at least fifteen (15) days' prior written notice of the notice, terms of the indemnifying party shall notify proposed settlement thereof and permits the indemnitee whether the indemnifying party will assume responsibility for defending the Third Indemnifying Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume then undertake the defense thereof) settle such claim, action or suit, and to recover from the Indemnifying Party the amount of a Third Party Claim, such settlement or of any judgment and the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the of such defense. The Indemnifying Party shall not compromise or settle any third party claim, action or suit without the prior written consent of the Claimant, which consent will not be unreasonably withheld or delayed. (d) If an indemnifying party elects to defend a claim, whether between the parties or compromise any Third Party Claimby a third party, requires immediate action, the indemnitee shall cooperate parties will make every effort to reach a decision with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability respect thereto as expeditiously as practicable. 55 50 (e) Any claim for indemnity pursuant to this Section 10 with respect to which (i) the Third Claimant and the Indemnifying Party Claimagree as to its validity and amount, (2) a final judgment, order or settleaward of a court of competent jurisdiction deciding such claim has been rendered, compromiseas evidence by a certified copy of such judgment, provided that such judgment is not appealable or discharge the Third time for taking an appeal has expired or (3) the Indemnifying Party Claim without has not given written notice to the indemnifying party's prior written consent. Following the payment by an indemnifying party Claimant disputing such claim in whole or in part within thirty days of receiving notice thereof, is referred to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party as a "Settled Claim."

Procedure for Indemnification. The procedure for indemnification will be as follows: (a) The party claiming indemnification ("Claimant") will promptly give notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying: (i) the factual basis for such claim and (ii) the amount of the claim. If an indemnitee receives the claim relates to a Proceeding filed by a third party against Claimant, such notice will be given by Claimant within ten Business Days after written notice of any ----------------------------- claim, or the commencement of a claim by a person who is not a party such Proceeding was given to this Agreement (a "Third Party Claim") with respect to which an indemnifying party may be obligated to provide indemnification under this Agreement, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the Third Party ClaimClaimant. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the Claimant's failure to give the notice. The Indemnifying Party such notice shall describe will not preclude Claimant from obtaining indemnification from the Third Indemnifying Party Claim in reasonable detailunless Claimant's failure has materially prejudiced the Indemnifying Party's ability to defend the Proceeding, including and then the amount Indemnifying Party's obligation will be reduced to the extent of such prejudice. (estimated if necessaryb) Following receipt of such notice from Claimant, the Indemnifying Party will have 30 days to make such investigation of the loss that has been claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by Claimant to substantiate the claim. If Claimant and the Indemnifying Party agree at or prior to the expiration of such thirty day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party will immediately pay to Claimant the full amount of the claim and any other Damages relating thereto. If Claimant and the Indemnifying Party do not agree within such 30 day period (or any mutually agreed upon extension thereof), Claimant may be sustained seek appropriate legal remedy. (i) With respect to any claim by a third party as to which Claimant asserts it is entitled to indemnification hereunder, the indemnitee. The indemnifying party shall defend or compromise Indemnifying Party will have the Third Party Claim right, at its expense and by own expense, to participate in or at its election to assume control of the settlement or defense of such claim with counsel of its choiceown choosing. Within thirty days following The Indemnifying Party will conduct the receipt settlement negotiations or defense of the noticethird party claim diligently from and after its election to so assume control of the settlement or defense of any such claim. (ii) Any provision of Section 8.4(c)(i) to the contrary notwithstanding: (A) No Seller will have right to assume control of the defense of any claim as to which the Purchaser seeks indemnification hereunder which (x) involves any Proceeding against the Company by any Educational Agency or (y) which arises from any actual or alleged violation by the Company of the terms or conditions of any Educational Approval or any Law pertaining to participation in Title IV Programs or TAP, accreditation, or state education licensing; and (B) Claimant may retain separate co-counsel, at its sole cost and expense, to participate in (and review in advance, comment upon and approve the disposition of) the defense by a Seller of any such claim by a third party; and a Seller may retain separate co-counsel, at its sole cost and expense, to participate in (and review in advance, comment upon and approve the disposition of) the defense by the Purchaser or the Company of a claim referred to in the immediately preceding subsection (A). (i) If notice is given to an Indemnifying Party of the commencement of any such third party claim (such notice specifying that the Indemnifying Party has 30 days within which to respond) and the Indemnifying Party does not, within 30 days after Claimant's notice is given, give notice to the Claimant of its election to assume the defense of such third party claim, the indemnifying Indemnifying Party shall be liable for the fees and expenses of counsel employed by Claimant and the Indemnifying Party will be bound by any determination made in such Proceeding, subject to the limits of the Indemnifying Party's indemnification obligations in this Agreement. (ii) Regardless of which party assumes the defense of any third party claim, no compromise or settlement of such claim may be effected without the other party's consent, which consent shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claimnot be unreasonably withheld or delayed; provided, however, an indemnifying party may elect not that if the Indemnifying Party failed to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving give timely notice of its election to assume the defense of such claim (as contemplated in the immediately preceding subsection (i)) and the Indemnifying Party further fails to provide written objection to a Third proposed compromise or settlement within ten Business Days after Claimant's written notice of such proposed compromise or settlement is given, Claimant may effect such compromise or settlement and the Indemnifying Party Claimshall be bound thereby. (e) If a claim, whether between the parties or by a third party, requires immediate action, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects parties will make every effort to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability reach a decision with respect thereto as expeditiously as possible. (f) All amounts paid pursuant to this Article 8 by one party to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying other party shall be subrogated treated by such parties, for financial reporting and Tax purposes, as adjustments to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimPurchase Price.

Procedure for Indemnification. If an indemnitee receives The procedure for indemnification shall be as follows: (i) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any ----------------------------- claim, whether between the parties or brought by a third party, specifying in reasonable detail the commencement factual basis for the claim. (ii) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days 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 and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity. (iii) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, if the indemnitee shall give Indemnifying Party notifies the indemnifying party Claimant in writing within ten days of its receipt of notice promptly upon becoming aware from the Claimant of the Third third-party claim that the Indemnifying Party Claim. The failure to give notice shall not relieve the indemnifying party of acknowledges its obligations except potential liability to the extent that Claimant under this Agreement, the indemnifying party is prejudiced by Indemnifying Party shall have the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detailright, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying party the Indemnifying Party elects to defend or compromise assume control of the defense of any Third Party Claimthird-party claim, the indemnitee Claimant shall cooperate with have the indemnifying party right to participate in all reasonable respects in connection the defense of such claim at its own expense. If the Indemnifying Party fails timely to notify the Claimant in writing that the Indemnifying Party acknowledges its potential liability to the Claimant under this Agreement or compromiseif the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, and the Indemnifying Party shall not admit any liability be bound by the results obtained by the Claimant with respect to such claim. (iv) If a claim, whether between the Third Party Claimparties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (v) For the purpose of the procedures set forth in this Section, any indemnification claim by any officer, director, employee, or settlerepresentative of Buyer shall be made by and through Buyer, compromiseand any indemnification claim by any officer, director, employee, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to representative of any indemnitee in connection with any Third Party Claim, the indemnifying party Seller shall be subrogated to made by and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimthrough such Seller.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party Claimelects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The failure indemnification rights provided in Sections 10.2 and 10.3 shall extend to give notice the shareholders, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant. (f) Notwithstanding any provision in this Agreement to the contrary, Seller shall not relieve be required to indemnify Buyer for any losses, liabilities or damages relating to or arising from (i) a chose in action of Seller relating to the indemnifying party Station unless Buyer promptly notifies Seller of its obligations except such chose in action, and thereupon Seller shall have sole responsibility for the prosecution of such chose in action or (ii) any environmental or engineering defect or other circumstance that is described in the environmental survey or engineering study referred to in Sections 6.6 and 6.7 hereof, respectively, if and to the extent that the indemnifying party such defect or circumstance is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detailnot a violation of Seller's representations, including the amount (estimated if necessary) of the loss that has been warranties or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimcovenants hereunder.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (1) The party claiming indemnification (the "Claimant") shall give written notice to the party from which indemnification is sought (the "Indemnitor") promptly after the Claimant learns of any claim or proceeding covered by the foregoing agreements to indemnify and hold harmless and failure to provide prompt notice shall not be deemed to jeopardize Claimant's right to demand indemnification, provided, that, Indemnitor is not prejudiced by the -------- ---- delay in receiving notice. (2) With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnitor shall have 15 days to make any investigation of the claim that the Indemnitor deems necessary or desirable, or such lesser time if a 15-day period would jeopardize any rights of Claimant to oppose or protest the claim. For the purpose of this investigation, the Claimant agrees to make available to the Indemnitor and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If an indemnitee receives the Claimant and the Indemnitor cannot agree as to the validity and amount of the claim within the 15-day period, or lesser period if required by this section (or any mutually agreed upon extension hereof) the Claimant may seek appropriate legal remedies. (3) The Indemnitor shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such claim, provided,that, Indemnitor acknowledges in writing to Claimant that Indemnitor -------- ---- would assume responsibility for and demonstrates its financial ability to satisfy the claim should the party asserting the claim prevail. In the event that the Indemnitor shall not satisfy the requirements of the preceding sentence or shall elect not to undertake such defense, or within 15 days after notice of any ----------------------------- such claim from the Claimant shall fail to defend, the Claimant shall have the right to undertake the defense, compromise or settlement of such claim, by counsel or other representatives of its own choosing, on behalf of and for the commencement account and risk of the Indemnitor. Anything in this Section 13.1(c)(3) to the contrary notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Claimant other than as a result of money damages or other money payments, the Claimant shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the claim, (ii) the Indemnitor shall not, without the Claimant's written consent, settle or compromise any claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the plaintiff to the Claimant of a release from all liability in respect of such claim, and (iii) in the event that the Indemnitor undertakes defense of any claim consistent with this Section, the Claimant, by a person who is not a party counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to this Agreement (a "Third Party Claim") consult with the Indemnitor and its counsel or other representatives concerning such claim and the Indemnitor and the Claimant and their respective counsel or other representatives shall cooperate with respect to which an indemnifying party may be obligated to provide indemnification under this Agreement, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimsuch claim.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any Claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such Claim, and (ii) the amount of the Claim. If the Claim relates to an indemnitee receives action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within thirty (30) days after written notice of any ----------------------------- claimsuch action, suit or proceeding was given to Claimant. (b) Following receipt of notice from the commencement Claimant of a claim Claim, the Indemnifying Party shall have sixty (60) days 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 and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the Claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said sixty (60) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the Claim. 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. (c) With respect to any Claim by a person who 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 Claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying 27 Party. If the Indemnifying Party elects to assume control of the defense of any third-party Claim, the Claimant shall have the right to participate in the defense of such Claim at its own expense. If the Indemnifying Party does not a elect to assume control or otherwise participate in the defense of any third party to this Agreement (a "Third Party Claim") , it shall be bound by the results obtained by the Claimant with respect to which an indemnifying party may be obligated to provide indemnification under this Agreementsuch Claim. (d) If a Claim, whether between the parties or by a third party, requires immediate action, the indemnitee parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The indemnification rights provided in this Section shall give extend to the indemnifying party notice promptly upon becoming aware affiliates, shareholders, directors, officers, employees and representatives of the Third Party Claim. The failure to give notice shall not relieve Claimant although for the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) purpose of the loss that has been or may be sustained procedures set forth in this Section, any indemnification claims by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party such parties shall be subrogated to made by and shall stand in through the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The Party claiming indemnification (the “Claimant”) shall promptly give notice to the Party from whom indemnification is claimed (the “Indemnifying Party”) of any claim, whether between the Parties or brought by a third party, specifying: (i) the factual basis for such claim; and (ii) the amount (or estimated amount if not known) of the claim. For purposes of the preceding sentence, the Purchaser Indemnified Persons shall deliver any such notice to the Seller Representative. If an indemnitee receives the claim relates to a Proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) business days after written notice of any ----------------------------- claim, or the commencement of a claim by a person who is not a party such Proceeding was given to this Agreement (a "Third Party Claim") with respect to which an indemnifying party may be obligated to provide indemnification under this Agreement, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the Third Party ClaimClaimant. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the Claimant’s failure to give the notice. The Indemnifying Party such notice shall describe not preclude Claimant from obtaining indemnification from the Third Indemnifying Party Claim in reasonable detailunless Claimant’s failure has prejudiced the Indemnifying Party’s ability to defend the claim or litigation, including and then the amount Indemnifying Party’s obligation shall be reduced only to the extent of such prejudice. (estimated if necessaryb) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the loss 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 and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. 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. (c) With respect to any claim by a third party as to which the Claimant asserts it is entitled to indemnification hereunder, the Indemnifying Party shall have the right, at its own expense, to participate in or at its election to assume control of the defense of such claim, with counsel reasonably satisfactory to Claimant, provided, however, that has been the Claimant may retain separate co-counsel at its sole cost and expense and participate in the defense of any such claim by a third party; and, provided, further, that the Indemnifying Party shall conduct the defense of the third party claim actively and diligently thereafter and the Indemnifying Party shall provide the Claimant with reasonable assurance of the Indemnifying Party’s financial capacity to defend such claim. If the Indemnifying Party elects to assume control of the defense of any third party claim, (i) it will be conclusively established for purposes of this Agreement that such claim or claims are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be sustained effected by the indemnitee. The indemnifying party shall defend Indemnifying Party without the Claimant’s consent unless there is no finding or compromise the Third Party Claim at its expense and by counsel admission of its choice. Within thirty days following the receipt any violation of Law or any violation of the noticerights of any Person and no effect on any other claims that may be made against the Claimant, and the indemnifying party shall notify sole relief provided is monetary damages that are paid in full by the indemnitee whether Indemnifying Party; and (iii) the indemnifying party Claimant will assume responsibility for defending have no Liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to the Third Indemnifying Party Claim; howeverof the commencement of any claim and the Indemnifying Party does not, an indemnifying party may elect not within thirty (30) business days after the Claimant’s notice is given, give notice to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice Claimant of its election to assume the defense of a Third Party Claimsuch claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection Claimant may assume control of the defense or compromise, of such claim and shall not admit the Indemnifying Party will be bound by any liability determination made with respect to such claim or any compromise or settlement effected by the Third Claimant; provided that no compromise or settlement of such claims may be effected by the Claimant without the Indemnifying Party’s consent unless (A) 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 Indemnifying Party Claimand (B) the sole relief provided is monetary damages. (d) Notwithstanding the foregoing, if a Claimant determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or settleits Affiliates other than solely as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Claimant may, by notice to the Indemnifying Party assume the exclusive right to defend, compromise, or discharge settle such Proceeding and the Third Indemnifying Party Claim without shall pay the indemnifying party's prior written consent. Following Damages, as well as the payment reasonable fees and expenses of counsel retained by an indemnifying party to any indemnitee the Claimant in connection with therewith. The Indemnifying Party will not be bound by any Third Party Claim, the indemnifying party shall determination of a Proceeding so defended or any compromise or settlement effected without its consent (which will not be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimunreasonably withheld).

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "CLAIMANT") shall promptly give notice to the party from which indemnification is claimed (the "INDEMNIFYING PARTY") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five business days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and its authorized 44 46 representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defense. If an indemnifying party elects to defend or compromise any Third Party Claimresult of a request by the Indemnifying Party, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection provided, however, that Indemnifier may not assume control of the defense or compromise, and shall not admit unless it affirms in writing its obligation to indemnify Claimant for any liability damages incurred by Claimant with respect to such third-party claim. If the Third Indemnifying Party Claim, or settle, compromise, or discharge elects to assume control of the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying defense of any third-party to any indemnitee in connection with any Third Party Claimclaim, the indemnifying Claimant shall have the right to participate in the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, it shall be subrogated to and shall stand bound by the results obtained in good faith by the place of the indemnitee Claimant with respect to such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The indemnification rights provided in Section 10.2 and Section 10.3 shall extend to the members, partners, shareholders, officers, directors, employees, representatives and affiliated entities of any rights or Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (1) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) days after written notice of any ----------------------------- claimsuch action, suit, or proceeding was given to Claimant, provided that any failure to give notice of such action, suit, or proceeding within such ten (10) day period shall not relieve the commencement Indemnifying Party of its obligations hereunder except to the extent such failure shall have prejudiced such party in the defense or resolution of any such claim. The notice of a claim by a person who is not a party to this Agreement (a "Third Party Claim") may be amended on one or more occasions with respect to the amount of the claim at any time prior to final resolution of the obligation to indemnify relating to the claim. (2) With respect to claims solely between the parties, following receipt of notice from the Claimant of the claim, the Indemnifying Party shall have thirty (30) days 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 and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day (30) period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day (30) period (or any mutually agreed upon extension thereof), the Claimant may seek an appropriate remedy at law or equity. (3) With respect to any claim by a third party as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right, at its own expense, to participate in or assume control of the Third Party Claimdefense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. The failure Indemnifying Party may elect to give notice shall not relieve the indemnifying party of compromise or contest, at its obligations except own expense and with counsel reasonably acceptable to the extent that Claimant, any third party claim. If the indemnifying Indemnifying Party elects to compromise or contest such third party is prejudiced by the failure to give the notice. The notice claim, it shall describe the Third Party Claim in reasonable detail, including the amount within thirty (estimated if necessary30) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the after receipt of the noticenotice of the claim (or sooner, if the indemnifying nature of the third party shall claim so requires) notify the indemnitee whether Claimant of its intent to do so by sending a notice to the indemnifying Indemnified Party (the "Contest Notice"), and the -45- Claimant shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such third party will assume responsibility for defending claim. If the Third Indemnifying Party Claim; however, an indemnifying party may elect elects not to assume responsibility for defending a Third Party Claim only in compromise or contest the event of a good faith dispute that third party claim, fails to notify the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice Claimant of its election as herein provided or contests its obligation to indemnify under this Agreement, the Claimant (upon further notice to the Indemnifying Party) shall have the right to pay, compromise or contest such third party claim on behalf of and for the account and risk of the Indemnifying Party. Anything in this Section 11.3 to the contrary notwithstanding, (i) the Claimant shall have the right, at its own cost and for its own account, to compromise or contest any third party claim, and (ii) the Indemnifying Party shall not, without the Claimant's written consent, settle or compromise any third party claim or consent to entry of any judgment which does not include an unconditional term releasing the Claimant from all liability in respect of such third party claim. In any event, the Claimant and the Indemnifying Party may participate, at their own expense, in the contest of such third party claim. In addition, with respect to any claim related to Taxes, Gray and Merger Corp. shall have the right to participate in and atte▇▇ ▇ny meeting or proceeding (at Gray's and Merger Corp.'s own cost and expense) with respect thereto, ▇▇▇▇▇ be provided with copies of any written communication or information regarding any oral communication with respect thereto as soon as possible after the receipt thereof (including, but not limited to, information with respect to any proposed meeting or proceeding) and shall have the right to approve any settlement thereof if the terms of such settlement could increase, directly or indirectly, any liability for Taxes of Gray or Merger Corp. in any period following the Closing. If the Inde▇▇▇▇ying Party elects to assume control of the defense of a Third Party Claimthird-party claim, the indemnifying Claimant shall have the right to participate in the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall not be liable for any legal or other costs and expenses subsequently incurred bound by the indemnitee in connection with results obtained by the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability Claimant with respect to such claim. (4) If a claim, whether between the Third Party Claimparties or by a third party, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claimrequires immediate action, the indemnifying party shall be subrogated parties will make every effort to and shall stand in the place of the indemnitee reach a decision with respect thereto as expeditiously as possible. (5) The indemnification rights provided in Sections 11.1 and 11.2 shall extend to the shareholders, directors, officers, members, employees, and representatives of any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. (a) The party claiming indemnification (the “Claimant”) shall promptly give notice to the party from which indemnification is claimed (the “Indemnifying Party”) of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim and the amount thereof (if known and quantifiable); provided, (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days 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 and its authorized Representatives the information relied upon by the Claimant to substantiate the claim. If an indemnitee receives the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms hereof. If the Claimant and the Indemnifying Party do not agree within thirty (30) days following receipt of notice of the claim from the Claimant (or any ----------------------------- claimmutually agreed upon extension thereof), or the commencement of a Claimant may seek an appropriate remedy. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall, at its own expense, defend any and all such claims, and shall give at its own expense, pay all reasonable charges of attorneys and all other costs and other expenses incurred. If any judgment shall be rendered against the indemnifying Claimant in any action associated with such a third party notice promptly upon becoming aware of claim, the Third Indemnifying Party Claimshall at its own expense satisfy and discharge it. The failure Claimant shall cooperate fully with the Indemnifying Party, subject to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced reimbursement for actual out-of-pocket expenses incurred by the failure to give Claimant as the noticeresult of a request by the Indemnifying Party. The notice Claimant shall describe have the Third Party Claim right to participate in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third such claim at its own expense; provided, however, that the Indemnifying Party Claimshall pay the Claimant’s Expenses if, in the indemnifying party shall not be liable for any legal or other costs reasonable judgment of Claimant’s counsel, representation of both the Claimant and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Indemnifying Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect to such claim would result in a conflict of interests or legal defenses and theories are available to Claimant that are not available to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimIndemnifying Party.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying party the Indemnifying Party elects to defend or compromise assume control of the defense of any Third Party Claimthird-party claim, the indemnitee Claimant shall cooperate with have the indemnifying party right to participate in all reasonable respects in connection the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or compromiseotherwise participate in the defense of any third party claim, and it shall not admit any liability be 28 30 bound by the results obtained by the Claimant with respect to such claim. (d) If a claim, whether between the Third Party Claimparties or by a third party, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claimrequires immediate action, the indemnifying party parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The indemnifications rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be subrogated to made by and shall stand in through the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim, the amount thereof, estimated in good faith, and the method of computation of such claim, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such indemnification claim shall have occurred. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten business days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms hereof (including Sections 6.02(b) and 6.03(b)). If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity, as applicable, subject to the limitations of Sections 6.02(b) and 6.03b). (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third Party Claim. The failure defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced reimbursement for actual out-of-pocket expenses incurred by the failure Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) assume control of the loss that has been or may be sustained by defense of any third-party claim, the indemnitee. The indemnifying party Claimant shall defend or compromise have the Third Party Claim right to participate in the defense of such claim at its expense and by own expense. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, then the Claimant may defend through counsel of its choice. Within thirty days following own choosing and (so long as it gives the receipt Indemnifying Party at least fifteen (15) days' notice of the notice, terms of the indemnifying party shall notify proposed settlement thereof and permits the indemnitee whether the indemnifying party will assume responsibility for defending the Third Indemnifying Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume then undertake the defense thereof) settle such claim, action or suit, and to recover from the Indemnifying Party the amount of a Third Party Claim, such settlement or of any judgment and the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the of such defense. The Indemnifying Party shall not compromise or settle any third party claim, action or suit without the prior written consent of the Claimant, which consent will not be unreasonably withheld or delayed. (d) If an indemnifying party elects to defend a claim, whether between the parties or compromise any Third Party Claimby a third party, requires immediate action, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) Subject to the Third Party Claim, limitations set forth herein and without expanding the total liability of Purchaser or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party ClaimSellers hereunder, the indemnifying party indemnification rights provided in Section 6.02 and Section 6.03 shall extend to the officers, directors, employees, agents and Affiliates of any Claimant although for the purpose of the procedures set forth in this Section 6.04, any indemnification claims by such parties shall be subrogated to made by and shall stand in through the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five business days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying party the Indemnifying Party elects to defend or compromise assume control of the defense of any Third Party Claimthird-party claim, the indemnitee Claimant shall cooperate with have the indemnifying party right to participate in all reasonable respects in connection the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or compromiseotherwise participate in the defense of any third party claim, and it shall not admit any liability be bound by the results obtained by the Claimant with respect to such claim. (d) If a claim, whether between the Third Party Claimparties or by a third party, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claimrequires immediate action, the indemnifying party parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The indemnifications rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be subrogated made by and through the Claimant. Nothing 35 contained in this Section 10.4(e) shall cause any party hereto to have recourse directly against the shareholders, directors, officers, and shall stand in the place representatives of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimother party.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within as soon as practicable after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party Claimsubject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or otherwise participate int he defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The failure indemnification rights provided in Sections 10.2 and 10.3 shall extend to give notice the shareholders, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall not relieve be made by and through the indemnifying Claimant. (f) Notwithstanding anything in this Agreement to the contrary, neither party shall indemnify or otherwise be liable to the other party for any breach of its obligations a representation or warranty, or for breach of any covenant in this Agreement except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detaillosses, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the noticeobligations, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; howeverliabilities, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by of such party arising therefrom exceed in the indemnitee in connection with aggregate Ten Thousand Dollars ($10,000). The provisions of the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and foregoing sentence shall not admit any liability with respect apply to liabilities assumed by either party pursuant to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to adjustments and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimprorations.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the - 27 - 34 claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party Claimelects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The failure indemnification rights provided in Sections 10.2 and 10.3 shall extend to give notice the shareholders, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant. (f) Notwithstanding any provision in this Agreement to the contrary, Seller shall not relieve be required to indemnify Buyer for any losses, liabilities or damages relating to or arising from (i) a chose in action of Seller relating to the indemnifying party Station unless Buyer promptly notifies Seller of its obligations except such chose in action, and thereupon Seller shall have sole responsibility for the prosecution of such chose in action or (ii) any environmental or engineering defect or other circumstance that is described in the environmental survey or engineering study referred to in Sections 6.6 and 6.7 hereof, respectively, if and to the extent that the indemnifying party such defect or circumstance is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detailnot a violation of Seller's representations, including the amount (estimated if necessary) of the loss that has been warranties or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimcovenants hereunder.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying party the Indemnifying Party elects to defend or compromise assume control of the defense of any Third Party Claimthird-party claim, the indemnitee Claimant shall cooperate with have the indemnifying party right to participate in all reasonable respects in connection the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or compromiseotherwise participate in the defense of any third party claim, and it shall not admit any liability be bound by the results obtained by the Claimant with respect to such claim. (d) If a claim, whether between the Third Party Claimparties or by a third party, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claimrequires immediate action, the indemnifying party parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The indemnifications rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, employees, members and 35 representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be subrogated to made by and shall stand in through the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give written notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant no later than ten (10) business days after written notice of such action, suit, or proceeding was given to Claimant provided that the failure to timely give notice shall not extinguish the Claimant's right to indemnification except to the extent the Indemnifying Party shall have been actually prejudiced by such failure, except that the Indemnifying Party shall not be liable for any ----------------------------- expenses incurred during the period in which the indemnified Party failed to give such notice. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree in writing at or prior to the expiration of the thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim or such amount as agreed to by the parties. If the Claimant and the Indemnifying Party do not agree within the thirty (30) day period (or any mutually agreed upon extension thereof), such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party Claimelects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. The failure If the Indemnifying Party does not elect to give notice 12 assume control or otherwise participate in the defense of any third party claim, it shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced be bound by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained results obtained by the indemniteeClaimant with respect to such claim. The indemnifying party Whether or not the Indemnifying Party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume have assumed the defense of a Third Party Claimclaim by a third party, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and Claimant shall not admit any liability with respect to the Third Party Claimto, or settle, compromisecompromise or discharge, or discharge the Third Party Claim such claim without the indemnifying partyIndemnifying Party's prior written consentconsent (which consent shall not be unreasonably withheld). Following If the payment by an indemnifying Indemnifying Party shall have assumed the defense of a third party claim, the Claimant shall agree to any indemnitee settlement, compromise or discharge of a third party claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with any Third such third party claim, which releases the Indemnifying Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have completely in connection with such third party claim and imposes no nonmonetary obligation on the Third Party Claimindemnified party. (d) If a claim, whether between the parties or against by a third party, requires immediate action, the person asserting parties will make every reasonable effort to reach a decision with respect thereto as expeditiously as possible. (e) The indemnification rights provided herein shall extend to the Third Party Claimshareholders, directors, officers, employees, representatives and successors and assigns of any Claimant although for the purpose of the procedures set forth in this Section 4.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the “Claimant”) shall promptly give notice to the party or parties hereto from which indemnification is claimed (the “Indemnifying Party”) of any claim, specifying in reasonable detail the factual basis for the claim, the amount thereof, estimated in good faith, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such indemnification claim shall have occurred. If the claim relates to an indemnitee receives action, suit or proceeding filed by another Person against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of any ----------------------------- such action, suit or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable, and the commencement Claimant agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of a the thirty (30)-day period to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms hereof. If the Claimant and the Indemnifying Party do not agree within the thirty (30)-day period, the Claimant may seek appropriate remedy at law or equity, as applicable, subject to the limitations hereof. (c) With respect to any claim by a person who is not a party to this Agreement any other Person against the Claimant (a "“Third Party Claim") with respect to which an indemnifying party may be obligated to provide indemnification under this Agreement”), the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying party the Indemnifying Party elects to defend or compromise assume control of the defense of any Third Party Claim, the indemnitee Claimant shall cooperate with have the indemnifying party right to participate in all reasonable respects in connection the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or compromise, and shall not admit otherwise participate in the defense of any liability with respect to the Third Party Claim, then the Claimant may defend through counsel of its own choosing and (so long as it gives the Indemnifying Party at least ten (10) Business Days notice of the terms of the proposed settlement thereof and permits the Indemnifying Party to then undertake the defense thereof) settle such claim, action or settle, compromise, suit and to recover from the Indemnifying Party the amount of such settlement or discharge of any judgment and the costs and expenses of such defense. The Indemnifying Party shall not compromise or settle any Third Party Claim without the indemnifying party's prior written consent. Following consent of the payment Claimant, which consent will not be unreasonably withheld or delayed. (d) If a claim, whether between the parties or by an indemnifying party to any indemnitee in connection with any Third Party Claimother Person, requires immediate action, the indemnifying party parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) Subject to the limitations set forth herein and without expanding the total liability of Buyer or Seller hereunder, the indemnification rights provided in this Section 10 shall extend to the Related Parties although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such Related Parties shall be subrogated to made by and shall stand in through the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. If an indemnitee receives The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any ----------------------------- claim, whether between the parties or brought by a third party, specifying in reasonable detail the commencement factual basis for the claim. If the claim relates to an action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant as promptly as practicable. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days 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 and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying party the Indemnifying Party elects to defend or compromise assume control of the defense of any Third Party Claimthird-party claim, the indemnitee Claimant shall cooperate with have the indemnifying party right to participate in all reasonable respects in connection the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or compromiseotherwise participate in the defense of any third party claim, and it shall not admit any liability be bound by the results obtained by the Claimant with respect to such claim. The Indemnifying Party shall not settle any claim without Claimant's approval unless there is a full release of Claimant. (d) If a claim, whether between the Third Party Claimparties or by a third party, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claimrequires immediate action, the indemnifying party parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The indemnification rights provided in SECTIONS 10.2 AND 10.3 shall extend to the shareholders, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this SECTION 10.4, any indemnification claims by such parties shall be subrogated to made by and shall stand in through the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying party the Indemnifying Party elects to defend or compromise assume control of the defense of any Third Party Claimthird-party claim, the indemnitee Claimant shall cooperate with have the indemnifying party right to participate in all reasonable respects in connection the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or compromiseotherwise participate in the defense of any third party claim, and it shall not admit any liability be bound by the results obtained by the Claimant with respect to such claim. (d) If a claim, whether between the Third Party Claimparties or by a third party, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claimrequires immediate action, the indemnifying party parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be subrogated to made by and shall stand in through the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make 46 such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying party the Indemnifying Party elects to defend or compromise assume control of the defense of any Third Party Claimthird-party claim, the indemnitee Claimant shall cooperate with have the indemnifying party right to participate in all reasonable respects in connection the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or compromiseotherwise participate in the defense of any third party claim, and it shall not admit any liability be bound by the results obtained by the Claimant with respect to such claim. (d) If a claim, whether between the Third Party Claimparties or by a third party, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claimrequires immediate action, the indemnifying party parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The indemnifications rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, partners, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be subrogated to made by and shall stand in through the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty- day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying party the Indemnifying Party elects to defend or compromise assume control of the defense of any Third Party Claimthird-party claim, the indemnitee Claimant shall cooperate with have the indemnifying party right to participate in all reasonable respects in connection the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or compromiseotherwise participate in the defense of any third party claim, and it shall not admit any liability be bound by the results obtained by the Claimant with respect to such claim. (d) If a claim, whether between the Third Party Claimparties or by a third party, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claimrequires immediate action, the indemnifying party parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The indemnifications rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be subrogated to made by and shall stand in through the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the “Claimant”) shall promptly give notice to the party from which indemnification is claimed (the “Indemnifying Party”) of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim, the amount thereof, estimated in good faith, and the method of computation of such claim, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such indemnification claim shall have occurred; provided, that, failure to give prompt notice shall not jeopardize the right of any Claimant to indemnification except to the extent such failure shall have actually and materially prejudiced the ability of the Indemnifying Party to defend such claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) Business Days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of such thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms hereof (including Sections 11.1(b) and 11.2(b)). If the Claimant and the Indemnifying Party do not agree within such thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedies at law or equity, as applicable, subject to the limitations of Sections 11.1(b) and 11.2(b). Any claim by a person who is not a party for indemnity pursuant to this Agreement (a "Third Party Claim") Article 10 with respect to which (i) the Claimant and the Indemnifying Party agree as to its validity and amount, or (ii) a final judgment, order or award of a court of competent jurisdiction deciding such claim has been rendered, as evidenced by a certified copy of such judgment, provided that such judgment is not appealable or the time for taking an indemnifying appeal has expired is referred to as a “Settled Claim.” With respect to any Settled Claim for which Purchaser is the Claimant, the Sellers and the Purchaser shall execute and deliver to the Escrow Agent joint written instructions to pay, and shall cause the Escrow Agent to pay, to the Purchaser the amount of such Settled Claim from the Indemnification Escrow Deposit and all interest and earnings thereon to the extent of the Indemnification Escrow Deposit and all interest and earnings thereon then held by the Escrow Agent pursuant to the Indemnification Escrow Agreement. (c) With respect to any claim by a third party may be obligated as to provide which the Claimant is entitled to indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third Party Claim. The failure defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced reimbursement for actual out-of-pocket expenses incurred by the failure Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) assume control of the loss that has been or may be sustained by defense of any third-party claim, the indemnitee. The indemnifying party Claimant shall defend or compromise have the Third Party Claim right to participate in the defense of such claim at its expense and by own expense. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, then the Claimant may defend through counsel of its choiceown choosing. Within thirty days following No party shall compromise or settle any third party claim, action or suit without the receipt prior written consent of the noticeother party; provided, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not if such compromise relates only to assume responsibility monetary amounts and provides for defending a Third Party Claim only in the event unconditional and full release of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee Claimant from all liability in connection with such claim, then the defense. Indemnifying Party may settle such claim without the Claimant’s consent as long as the Indemnifying Party is responsible for the full amount of such claim and the settlement of such claim does not: (w) affect the Business, (x) relate to Taxes, (y) involve criminal allegations, and (z) contain an admission of wrongdoing on the part of the Claimant. (d) If an indemnifying party elects to defend a claim, whether between the parties or compromise any Third Party Claimby a third party, requires immediate action, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability parties will make every effort to reach a decision with respect thereto as expeditiously as practicable. (e) Subject to the Third Party Claim, limitations set forth herein and without expanding the total liability of the Purchaser or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party ClaimSellers hereunder, the indemnifying party indemnification rights provided in Section 11.1 and Section 11.2 shall extend to the members, partners, shareholders, officers, directors, employees, agents and Affiliates of any Claimant, although for the purpose of the procedures set forth in this Section 11.4, any indemnification claims by such parties shall be subrogated made by and through the Claimant. (f) Without limiting Section 11.1(b)(i), the Purchaser shall have the right to and shall stand in set off all or any part of any Losses the place Purchaser suffers against Losses of the indemnitee with respect Sellers by notifying the Sellers that the Purchaser is reducing any amounts owed by the Purchaser to any rights or claims the indemnitee may have in connection with Sellers by the Third Party Claim, or against the person asserting the Third Party Claimamount of such Losses.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant; (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity or under the arbitration provisions of this Agreement, as applicable; (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying party the Indemnifying Party elects to defend or compromise assume control of the defense of any Third Party Claimthird-party claim, the indemnitee Claimant shall cooperate with have the indemnifying party right to participate in all reasonable respects in connection the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or compromiseotherwise participate in the defense of any third party claim, and it shall not admit any liability be bound by the results obtained by the Claimant with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claim.such claim;

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The Indemnified Party shall give notice to the Seller (the “Indemnifying Party”), as applicable, of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an indemnitee receives action, suit or proceeding filed by a third party against such Indemnified Party, such notice shall be given by such Indemnified Party within fifteen (15) Business Days after written notice of any ----------------------------- such action, suit or proceeding was received by such Indemnified Party; provided, that failure to deliver notice shall not affect an Indemnified Party’s right to indemnification hereunder. (b) Following receipt of notice from an Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Seller deems necessary or desirable. For the commencement purposes of a such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by such Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually-agreed-upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to such Indemnified Party the full amount of the claim and the Indemnifying Party shall thereupon be released from any further indemnification obligations with respect to such claim. If the Indemnified Party and the Indemnifying Party do not agree within said period (or any mutually-agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a person who third party as to which an Indemnified Party 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 claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for all expenses incurred by such Indemnified Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expense; provided that such expense shall be the expense of the Indemnifying Party if (i) the Indemnifying Party has authorized such expense in writing, (ii) the Indemnifying Party has not a party to this Agreement (a "Third Party Claim") employed counsel with respect to which an indemnifying party may be obligated to provide indemnification under this Agreement, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of such claim within a Third reasonable amount of time after such election or (iii) the Indemnified Party Claimhas been advised by counsel that one or more defenses may be available to it that are different from or additional to those available to the Indemnifying Party. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the indemnifying party results obtained by the Indemnified Party with respect to such claim and the Indemnifying Party shall not be liable immediately reimburse the Indemnified Party for any legal or other costs and all expenses subsequently incurred by it in defending such third party claim. The Indemnifying Party shall have the indemnitee in connection with right to settle any third party claim without the defense. If an indemnifying party elects to defend or compromise consent of the Indemnified Party so long as the settlement fully and unconditionally releases such Indemnified Party from any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in and all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect to such claim and the Third Party Claim, settlement does not impose any then-current or settle, compromise, continuing obligation or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to liability on any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimIndemnified Party.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim, the amount thereof, estimated in good faith, and the method of computation of such claim, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such indemnification claim shall have occurred. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against the Claimant, such notice shall be given by the Claimant promptly after written notice of such action, suit, or proceeding was given to the Claimant; provided, however, that any ----------------------------- delay in giving the notice shall not impair the Claimant's rights hereunder unless such delay has a material adverse effect on the Indemnifying Party's ability to defend such claim. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree prior to the expiration of such thirty day -48- 56 period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within such thirty day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedies at law or equity, as applicable. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third Party Claim. The failure defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced reimbursement for actual out-of-pocket expenses incurred by the failure Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) assume control of the loss that has been or may be sustained by defense of any third-party claim, the indemnitee. The indemnifying party Claimant shall defend or compromise have the Third Party Claim at its expense and by right to participate in such defense with legal counsel of the Claimant's own selection, but the fees and expenses of such counsel shall be its choice. Within thirty days following fees and expenses unless (i) the receipt of Indemnifying Party has agreed to pay such fees and expenses, (ii) the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Indemnifying Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election has failed to assume the defense of such claim, within five business days after receiving notice of such claim, (iii) the remedies sought against the Claimant include any remedy that is not solely a Third claim for monetary damages or (iv) the named parties to any proceeding in respect of the claim (including any impleaded parties) include both the Indemnifying Party Claimand the Claimant and the Claimant has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case, if the Claimant notifies the Indemnifying Party that it elects to employ separate counsel at the expense of the Indemnifying Party, the indemnifying party Indemnifying Party shall not be liable for any legal or other costs and expenses subsequently incurred by have the indemnitee in connection with the defense. If an indemnifying party elects right to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection assume the defense of such action, claim or compromiseproceeding on behalf of the Claimant, and it being understood, however, that the Indemnifying Party shall not admit any liability with respect to the Third Party Claimnot, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Claimant). If the Indemnifying Party Claimdoes not (or, as provided in clause (iv) of the preceding sentence, cannot) elect to assume control or otherwise participate in the defense of any third-party claim, then the Claimant may defend through counsel of its own choosing and (so long as it gives the Indemnifying Party at least five days prior written notice of the terms of any proposed settlement thereof and permits the Indemnifying Party to then undertake the defense thereof) settle such claim, action or suit, and to recover from the Indemnifying Party the amount of such settlement or of any judgment and the costs and expenses of such defense. The Indemnifying Party shall not compromise or settle any third party claim, action or suit without the prior written consent of the Claimant, which consent will not be unreasonably withheld or delayed. (d) If a claim, whether between the parties or by a third party, requires immediate action, the indemnifying party shall be subrogated parties will make every reasonable effort to and shall stand in the place of the indemnitee reach a decision with respect to thereto as expeditiously as practicable. (e) Following the Closing, the Stockholders shall have no right of contribution against the Company for any indemnification payment made by the Stockholders hereunder or otherwise, and the Stockholders hereby waive any and all rights or claims the indemnitee of contribution that they may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimCompany.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) business days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Claimant to substantiate the claim pursuant to the provision of this Section 9. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying party the Indemnifying Party elects to defend or compromise assume control of the defense of any Third Party Claimthird-party claim, the indemnitee Claimant shall cooperate with have the indemnifying party right to participate in all reasonable respects in connection the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or compromiseotherwise participate in the defense of any third-party claim, and it shall not admit any liability be bound by the results obtained in good faith by the Claimant with respect to such claim. (d) If a claim, whether between the Third Party Claimparties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) Principal Shareholders hereby release BlueStone and its officers, directors, employees and agents from any and all claims, damages and liabilities (including, without limitation, claims, liabilities or settledamages for contribution, compromiseindemnification and/or other rights of recourse), or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place claims or counterclaims brought hereafter against any of the indemnitee with respect to Principal Shareholders by any rights of the HealthStar Parties arising under or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimthis Agreement.

Procedure for Indemnification. If an indemnitee receives The procedure for indemnification ----------------------------- shall be as follows: 9.4.1. The party claiming indemnification (the "CLAIMANT") shall promptly give notice to the party from whom indemnification is claimed (the "INDEMNIFYING PARTY") of any ----------------------------- claim, whether between the parties or brought by a third party, specifying (i) the commencement factual basis for such claim; and (ii) the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within 10 days after service of process of such action, suit or proceeding was received by Claimant; provided that failure to give such notice within such 10-day period shall not bar or otherwise prejudice Claimant's rights to indemnification with respect to such third-party action, suit or proceeding unless any defense, claim, counterclaim or cross-claim of the Indemnifying Party is prejudiced thereby. 9.4.2. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have 30 days 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 and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim subject to the terms and in accordance with the procedures set forth herein. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek remedy pursuant to Section 10 below. 9.4.3. With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreementhereunder, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third defense of such claim; provided that (i) the Indemnifying Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice notifies Claimant of its election to do so within 30 days of the date it receives notice of such third-party claim; and (ii) the remedy sought by the third-party claimant is exclusively the payment of money and not any non-monetary remedies; provided, further that any settlement of a claim in favor of a third party shall require: (A) the mutual approval of both the Indemnifying Party and the Claimant if the settlement amount is $500,000 or less or more than $20,000,000; and (B) the unilateral approval of the Indemnifying Party if the settlement amount is more than $500,000 and equal to or less than $20,000,000. Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of a Third Party Claimany third-party claim, the indemnifying Claimant shall have the right to participate in the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall not be liable for any legal or other costs and expenses subsequently incurred bound by the indemnitee in connection with results obtained by the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability Claimant with respect to such claim. 9.4.4. If a claim, whether between the Third Party Claimparties or by a third party, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claimrequires immediate action, the indemnifying party shall be subrogated parties will make every effort to and shall stand in the place of the indemnitee reach a decision with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimthereto as expeditiously as possible.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. Notice of claims by Buyer for indemnification also shall be given to the Indemnification Escrow Agent as described in the Indemnification Escrow Agreement. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to -33- 39 make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity subject to the limitations and qualifications set forth in this Section 10.4 and Section 10.7. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party Claimelects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make commercially reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) The failure indemnification rights provided in Sections 10.2 and 10.3 shall extend to give notice the shareholders, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant. (f) No party shall be entitled to indemnification hereunder unless and until the amount for which indemnification under this Agreement and the WJAC Agreement is owing exceeds One Hundred Fifty Thousand Dollars ($150,000) (the "Basket") in the aggregate for all such matters; provided, however, that if such amount exceeds One Hundred Fifty Thousand Dollars ($150,000), the Indemnifying Party shall be liable to the Claimant for the entirety of the amount and not just the portion in excess of One Hundred Fifty Thousand Dollars ($150,000); provided, further, that the Basket shall not relieve apply to the indemnifying party proration adjustments set forth in Section 2.3; provided, further, that the Basket shall not apply to material breaches of its obligations except the representations and warranties set forth in Section 3.15 solely to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that Buyer has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending made a Third Party Claim only in the event of a good faith dispute that the written claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee hereunder with respect to any rights or claims such material breach prior to the indemnitee may have in connection with date which is seventy-five (75) days after the Third Party Claim, or against the person asserting the Third Party ClaimTBA Date.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party seeking indemnification under this ARTICLE 11 (the "Claimant") shall give notice to the party from whom indemnification is sought (the "Indemnitor") of any claim, whether solely between the parties or brought by a third party, reasonably specifying (i) the factual basis for the claim, and (ii) the amount of the claim if then known. If the claim relates to an indemnitee receives action, suit or proceeding filed by a third party against Claimant, notice shall be given by Claimant within fifteen (15) days after written notice of any ----------------------------- the action, suit or proceeding was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) days after Claimant becomes, or should have become, aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor if Claimant's failure has not materially prejudiced Indemnitor's ability to defend the claim or litigation. (b) With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnitor shall have thirty (30) days to make any investigation of the claim that the Indemnitor deems necessary or desirable. For the commencement purposes of a this investigation, the Claimant agrees to make available to the Indemnitor and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnitor cannot agree as to the validity and amount of the claim within the 30- day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreementhereunder, the indemnitee Indemnitor shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its own expense and by counsel to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimthe claim with counsel reasonably acceptable to Claimant, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnitor, subject to reimbursement for any legal or other costs and reasonable expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnitor. If an indemnifying party the Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of the claim at its own expense. If the Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party settle such claim or litigation in all reasonable respects in connection the defense or compromisesuch a manner as it deems appropriate, and in any event Indemnitor shall not admit any liability be bound by the results obtained by the Claimant with respect to the Third Party Claimclaim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or settleotherwise, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee incurred in connection with any Third Party Claim, the indemnifying party such claim or litigation. The Indemnitor shall be subrogated to and shall stand in the place all rights of the indemnitee Claimant against any third party with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimclaim for which indemnity was paid.

Procedure for Indemnification. If an indemnitee receives notice of any ----------------------------- claim, or the commencement of a claim by a person who is not a party to this Agreement The procedure for indemnification shall be as follows: (a "Third a) The Party Claim") with respect to which an indemnifying party may be obligated to provide seeking indemnification under this Agreement, Article 10 (the indemnitee “Claimant”) shall give notice to the indemnifying Party from whom indemnification is sought (the “Indemnitor”) of any Loss, reasonably specifying (i) the factual basis for the Loss; and (ii) the amount of the Loss if then known. If the Loss relates to an action, suit or proceeding filed by a third party against Claimant, notice promptly upon becoming shall be given by Claimant within fifteen (15) business days after written notice of the action, suit or proceeding was given to Claimant. In all other circumstances, notice shall be given by Claimant within sixty (60) days after Claimant becomes aware of the Third Party Claimfacts giving rise to the Loss. The Notwithstanding the foregoing in this paragraph, delay or failure to timely give notice of a Loss shall not relieve affect or limit the indemnifying party of its obligations Indemnitor’s obligation to indemnify hereunder except to the extent that the indemnifying party Indemnitor is prejudiced by such delay or failure. (b) The Claimant shall make available to Indemnitor and/or its authorized representatives the failure information relied upon by the Claimant to give substantiate the noticeLoss. (c) With respect to any Loss resulting from a claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnitor shall, without prejudice to its rights to contest the obligation to indemnify, defend against the claim with counsel reasonably acceptable to Claimant, and the Claimant shall cooperate fully with the Indemnitor, subject to reimbursement for reasonable expenses incurred by the Claimant as the result of a request by the Indemnitor. The notice Claimant shall describe have the Third Party Claim right to participate in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of the claim at its own expense. If the Indemnitor does not assume control of the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such a Third Party Claimmanner as it deems appropriate, the indemnifying party and in such event Indemnitor shall not be liable for any legal or other costs and expenses subsequently incurred bound by the indemnitee in connection with results obtained by the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability Claimant with respect to the Third Party Claimclaim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or settleotherwise, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee incurred in connection with any Third Party Claim, the indemnifying party such claim or litigation. The Indemnitor shall be subrogated to and shall stand in the place all rights of the indemnitee Claimant against any third party with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimLoss for which indemnity was paid.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the “Claimant”) shall promptly give notice to the party from which indemnification is claimed (the “Indemnifying Party”) of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim (to the extent known or reasonably available to the Claimant), the amount thereof, estimated in good faith, all with reasonably particularity and containing a reference to the provisions of this Agreement in respect of which such indemnification claim shall have occurred. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within fifteen (15) business days after written notice of any ----------------------------- claimsuch action, suit, or proceeding was given to Claimant, provided, however, that the commencement failure or delay of a claim by a person who is not a party to this Agreement (a "Third Party Claim") with respect to which an indemnifying party may be obligated the Claimant to provide indemnification under this Agreement, the indemnitee shall give the indemnifying party such notice promptly upon becoming aware of the Third Party Claim. The failure to give notice (or other required deliveries) shall not relieve release the indemnifying party Indemnifying Party from any of its obligations except under this Section 10 unless (and then solely to the extent that extent) the indemnifying party Indemnifying Party is materially prejudiced thereby. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days 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 and its authorized representatives the information relied upon by the failure Claimant to give substantiate the noticeclaim. The notice shall describe If the Third Claimant and the Indemnifying Party Claim in reasonable detail, including agree at or prior to the amount (estimated if necessary) expiration of the loss that has been thirty (30) day period (or may be sustained by any mutually agreed upon extension thereof) to the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense validity and by counsel amount of its choice. Within thirty days following the receipt of the noticesuch claim, the indemnifying party Indemnifying Party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect immediately pay to the Third Party Claim, or settle, compromise, or discharge Claimant the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place full amount of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claim.the

Procedure for Indemnification. The procedure for indemnification shall be as follows: 11.4.1. The party claiming indemnification (the "CLAIMANT") shall give notice to the party from whom indemnification is claimed (the "INDEMNIFYING PARTY") of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim; and (ii) the amount of the claim, if ascertainable. If the claim relates to an indemnitee receives action, suit or proceeding filed by a third party against Claimant, such notice shall be given promptly by Claimant to the Indemnifying Party after written notice of any ----------------------------- such action, suit or proceeding is received by Claimant. 11.4.2. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have 30 days to make such investigation of the claim as the Indemnifying Company deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. 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. 11.4.3. With respect to any claim by a person who 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 claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual and reasonable out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. If the Indemnifying Party does not a elect to assume control or otherwise participate in the defense of any third-party to this Agreement (a "Third Party Claim") claim, it shall be bound by the results obtained by the Claimant with respect to which an indemnifying party may be obligated to provide indemnification under this Agreement, such claim 11.4.4. In the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent event that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Indemnifying Party Claim in reasonable detail, including the amount (estimated if necessary) assumes control of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of any claim by a Third Party Claimthird party, the indemnifying party Indemnifying Party shall have the right to consent or otherwise agree to any monetary settlement, but shall not have the right to consent or otherwise agree to any non-monetary settlement or relief, including, without limitation, injunctive relief, without the prior written consent of the Claimant which shall not be liable for any legal unreasonably withheld or other costs and expenses subsequently incurred by the indemnitee in connection with the defensedelayed. 11.4.5. If an indemnifying party elects to defend a claim, whether between the parties or compromise any Third Party Claimby a third party, requires immediate action, the indemnitee shall cooperate with the indemnifying party in all parties will make every reasonable respects in connection the defense or compromise, and shall not admit any liability effort to reach a decision with respect thereto as expeditiously as possible. 11.4.6. The indemnification rights provided in Sections 11.2 and 11.3 shall extend to the Third Party Claimaffiliates. shareholders, or settledirectors, compromiseofficers, or discharge employees and representatives of the Third Party Claim without Claimant, although, for the indemnifying party's prior written consentpurpose of the procedures set forth in this Section 11.4. Following the payment any indemnification claims by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party such parties shall be subrogated to made by and shall stand in through the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. (i) The party claiming indemnification (the "Claimant"), shall give reasonably prompt notice to the party from whom identification is claimed (the "Indemnifying Party") of any claim whether between the parties or brought by a third party, specifying: (a) the factual basis for such claim and (b) the amount of the claim. If the claim relates to an indemnitee receives action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) days after written notice of any ----------------------------- such action, suit or proceeding is received by Claimant. (ii) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have 20 days (or such shorter period of time as it required to respond to the commencement subject litigation or proceeding) to make such investigation of a the claim by a person who is not a party to this Agreement (a "Third as the Indemnifying Party Claim") with respect to which an indemnifying party may be obligated to provide indemnification under this Agreementdeems necessary or desirable. For the purposes of such investigation, the indemnitee Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall give immediately pay tot he Claimant the indemnifying party notice promptly upon becoming aware full amount of the Third claim. If the Claimant and the Indemnifying Party Claim. The failure to give notice shall do not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the noticeagree, the indemnifying party parties shall notify use their reasonable efforts to negotiate a resolution of such dispute within said period (or any mutually agreed upon extension thereof.) If the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not parties fail to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimagree within said period (or any mutually agreed upon extension thereof), the indemnifying party shall not be liable for any Claimant may seek appropriate legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimremedy.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim, the amount thereof, estimated in good faith, and the method of computation of such claim, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such indemnification claim shall have occurred. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten Business Days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make 77 such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms hereof (including Sections 10.2(b) and 10.3(b)). If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity, as applicable, subject to the limitations of Sections 10.2(b) and 10.3(b). (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third Party Claim. The failure defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced reimbursement for actual out-of-pocket expenses incurred by the failure Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) assume control of the loss that has been or may be sustained by defense of any third-party claim, the indemnitee. The indemnifying party Claimant shall defend or compromise have the Third Party Claim right to participate in the defense of such claim at its expense and by own expense. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, then the Claimant may defend through counsel of its choice. Within thirty days following own choosing and (so long as it gives the receipt Indemnifying Party at least fifteen (15) days' prior written notice of the notice, terms of the indemnifying party shall notify proposed settlement thereof and permits the indemnitee whether the indemnifying party will assume responsibility for defending the Third Indemnifying Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume then undertake the defense thereof) settle such claim, action or suit, and to recover from the Indemnifying Party the amount of a Third Party Claim, such settlement or of any judgment and the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the of such defense. The Indemnifying Party shall not compromise or settle any third party claim, action or suit without the prior written consent of the Claimant, which consent will not be unreasonably withheld or delayed. (d) If an indemnifying party elects to defend a claim, whether between the parties or compromise any Third Party Claimby a third party, requires immediate action, the indemnitee shall cooperate parties will make every effort to reach a decision with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability respect thereto as expeditiously as practicable. (e) Any claim for indemnity pursuant to this Section 10 with respect to which (i) the Third Claimant and the Indemnifying Party Claimagree as to its validity and amount, (2) a final judgment, order or settleaward of a court of competent jurisdiction deciding such claim has been rendered, compromiseas evidence by a certified copy of such judgment, provided that such judgment is not appealable or discharge the Third time for taking an appeal has expired or (3) the Indemnifying Party Claim without has not given written notice to the indemnifying party's prior written consent. Following the payment by an indemnifying party Claimant disputing such claim in whole or in part within thirty days of receiving notice thereof, is referred to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party as a "Settled Claim."

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim, the amount thereof, estimated in good faith, and the method of computation of such claim, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such indemnification claim shall have occurred. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against the Claimant, such notice shall be given by the Claimant promptly after written notice of such action, suit, or proceeding was given to the Claimant; provided, however, that any ----------------------------- delay in giving the notice shall not impair the Claimant's rights hereunder unless such delay has a material adverse effect on the Indemnifying Party's ability to defend such claim. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree prior to the expiration of such thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within such thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedies at law or equity, as applicable. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third defense of such claim if, within five business days after notice from the Claimant of any such claim for Losses, the Indemnifying Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except provides to the extent that Claimant notice thereof acknowledging its potential liability to the indemnifying party is prejudiced Claimant hereunder, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the failure Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) assume control of the loss that has been or may be sustained by defense of any third-party claim in accordance with the indemnitee. The indemnifying party preceding sentence, the Claimant shall defend or compromise have the Third Party Claim at its expense and by right to participate in such defense with legal counsel of the Claimant's own selection, but the fees and expenses of such counsel shall be its choice. Within thirty days following fees and expenses unless (i) the receipt of Indemnifying Party has agreed to pay such fees and expenses, (ii) the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Indemnifying Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election has failed to assume the defense of such claim, within five business days after receiving notice of such claim, (iii) the remedies sought against the Claimant include any remedy that is not solely a Third claim for monetary damages or (iv) the named parties to any proceeding in respect of the claim (including any impleaded parties) include both the Indemnifying Party Claimand the Claimant and the Claimant has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case, if the Claimant notifies the Indemnifying Party that it elects to employ separate counsel at the expense of the Indemnifying Party, the indemnifying party Indemnifying Party shall not be liable for have the right to assume the defense of such action, claim, or proceeding on behalf of the Claimant). If the Indemnifying Party does not (or, as provided in clause (iv) of the preceding sentence, cannot) elect to assume control or otherwise participate in the defense of any legal third-party claim, then the Claimant may defend through counsel of its own choosing and settle such claim, action, or other suit, and to recover from the Indemnifying Party the amount of such settlement or of any judgment and the costs and expenses subsequently incurred by the indemnitee in connection with the of such defense. The Indemnifying Party shall not compromise or settle any third party claim, action, or suit without the prior written consent of the Claimant, which consent will not be unreasonably withheld or delayed. (d) If an indemnifying party elects to defend a claim, whether between the parties or compromise any Third Party Claimby a third party, requires immediate action, the indemnitee shall cooperate with the indemnifying party in all parties will make every reasonable respects in connection the defense or compromise, and shall not admit any liability effort to reach a decision with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimthereto as expeditiously as practicable.

Procedure for Indemnification. If an indemnitee receives notice (a) Any party entitled to make a claim for indemnification pursuant to this Article 7 shall promptly notify the indemnifying party of any ----------------------------- the claim in writing upon learning of such claim or the facts constituting such claim, describing the claim in reasonable detail, the amount thereof and the basis therefor. The indemnifying party will be relieved of its indemnification obligations hereunder only to the extent that it is prejudiced by the indemnified party’s failure to give such prompt notice. The party from whom indemnification is sought shall respond to each such claim within thirty (30) calendar days of receipt of such notice. No action shall be taken pursuant to the provisions of this Agreement or otherwise by the commencement party seeking indemnification (unless reasonably necessary to protect the rights of the party seeking indemnification) until the later of (i) the expiration of the 30-day response period or (ii) thirty (30) calendar days following the expiration of the 30-day response period if a response, received within such 30-day period by the party seeking indemnification, requests an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be reduced to the extent so cured). (b) If a claim for indemnification pursuant to this Article 7 is based on a claim by a person who is not a party to this Agreement (a "Third Party Claim") with respect to which an indemnifying party may be obligated to provide indemnification under this Agreement, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the noticethird party, the indemnifying party shall notify have the indemnitee whether right to assume the entire control of the defense thereof, including at its own expense, employment of counsel reasonably satisfactory to the indemnified party, and, in connection therewith, the party claiming indemnification shall cooperate fully with the indemnifying party will assume responsibility for defending and make available to the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute all pertinent information under its control; provided, that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice indemnified party may participate in any proceeding with counsel of its election to assume the defense of a Third Party Claimchoice at its own expense. In such event, the indemnifying party shall not be liable for have the right to settle or resolve any legal such claim by a third party; provided, that any such settlement or other costs and expenses subsequently incurred resolution contemplated by the indemnitee in connection with Shareholders or the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, Representative where the indemnitee shall cooperate with Shareholders are the indemnifying party in all reasonable respects in connection that involves any action by the defense or compromise, and Buyer other than the payment of money shall not admit be concluded without the prior written approval of the Buyer, which approval shall not be unreasonably withheld, delayed or conditioned; and, provided further, that any liability with respect to such settlement or resolution contemplated by the Third Party ClaimBuyer, or settle, compromise, or discharge the Third Party Claim without as the indemnifying party's , that involves any action other than the payment of money shall not be concluded without the prior written consentapproval of each of the indemnified Shareholders, which approval shall not be unreasonably withheld, delayed or conditioned. Following Without limiting the payment by an indemnifying party to any indemnitee generality of the foregoing, the Buyer will, and the Buyer will cause the employees of the Buyer and the Company to, cooperate fully with the Representative and each Shareholder in connection with any Third Party Claimmatter for which any Shareholder is the indemnifying party. Such cooperation shall include, without limitation, (i) assisting in the collection and preparation of discovery materials, (ii) meeting with (and making employees available to meet with) the indemnifying Shareholders and/or their counsel to prepare for and/or appear as witnesses at depositions, court proceedings and/or trial and (iii) providing to the Representative and the indemnifying Shareholders and/or their counsel all information under the control of the Buyer or the Company that is deemed reasonably necessary by the Representative or the indemnifying Shareholders and/or their counsel for the - 53 - defense or prosecution of such matter. Notwithstanding the above, the indemnifying party will not be entitled to control (but will be entitled to participate at its, or their, own expense in the defense of), and the indemnified party will be entitled to have sole control over, the defense or settlement, compromise, admission or acknowledgment of any third party claim (i) as to which the indemnifying party fails to assume the defense within thirty (30) calendar days after the indemnified party gives notice thereof to the indemnifying party or (ii) to the extent the third party claim seeks an order, injunction, or other equitable relief against the indemnified party which, if successful, would materially adversely affect the business, operations, assets or financial condition of the indemnified party; provided, however, that the indemnified party may make no settlement, compromise, admission or acknowledgment that would give rise to liability on the part of the indemnifying party without the prior written consent of the indemnifying party (which consent may not be unreasonably withheld or delayed). For purposes of this Article 7, (A) if Buyer or the Company comprises the indemnified party, any notices to be given to (or delivered by) the indemnifying party shall be subrogated given to and shall stand in (or delivered by) the place Representative (acting on behalf of the indemnitee with respect Shareholders), and (B) if Buyer or the Company comprises the indemnifying party, any notices to any rights be given to (or claims delivered by) the indemnitee may have in connection with indemnified party shall be deemed given to (or delivered by) the Third Party Claim, or against Representative (acting on behalf of the person asserting the Third Party ClaimShareholders).

Procedure for Indemnification. If an indemnitee receives The procedure for indemnification shall be as follows: (i) The party claiming indemnification ("Claimant") shall, within thirty (30) days (or earlier, if necessary to timely answer a lawsuit) after its discovery of any claim for which indemnification will be sought as provided in this Agreement (the "Claim"), give notice to the party from whom indemnification is sought ("Indemnitor") of its Claim, specifying in reasonable detail the factual basis for the Claim and, to the extent known, the amount of the Claim. Notwithstanding the preceding sentence, the failure by Claimant to provide notice of any ----------------------------- claimClaim within the period specified, or the commencement of a claim by a person who is not a party to this Agreement (a "Third Party Claim") with respect to which an indemnifying party may be obligated to provide indemnification under this Agreementany delay in providing such notice, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve affect or impair the indemnifying party obligations of its obligations Indemnitor hereunder, except and only to the extent that Indemnitor has been adversely affected by such failure or delay. (ii) With respect to Claims between the indemnifying parties, following receipt of notice from Claimant of a Claim, Indemnitor shall have sixty (60) days to make any investigation that Indemnitor deems necessary or desirable of the Claim. For purposes of this investigation, Claimant agrees to make available to Indemnitor and its authorized representatives the information relied upon by Claimant to substantiate the Claim. If Claimant and Indemnitor cannot agree as to the validity and amount of the Claim within the sixty (60) day period (or any mutually agreed upon extension thereof), Claimant shall arbitrate such dispute as contemplated in Section 8.2(h) herein. (iii) With respect to any Claim by a third party as to which Claimant is prejudiced entitled to indemnification hereunder, Indemnitor shall have the right, exercisable by written notice to Claimant within 30 days after receipt of written notice from Claimant of the commencement or assertion of any such Claim, at its own expense to participate in or assume control of the defense of the Claim, and Claimant shall cooperate fully with Indemnitor, with the right to reimbursement for actual out-of-pocket expenses incurred by Claimant as a result of any such request by the failure Indemnitor for Claimant's cooperation. If Indemnitor does not elect to give assume control or otherwise participate in the notice. The defense of any third party Claim within thirty (30) days of its receipt of notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been Claim (or may be sustained any extended period mutually agreed upon in writing by the indemnitee. The indemnifying party parties), Claimant shall defend have the right to undertake the defense, compromise or compromise settlement of the Third Party Claim for the account of Indemnitor subject to the right of Indemnitor, at its expense and by counsel of its choice. Within thirty days following the receipt of the noticeexpense, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimthe Claim at any time prior to final settlement, the indemnifying party compromise or determination thereof. In no event shall not Indemnitor be liable for or otherwise have any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee obligation with respect to any rights settlement, compromise or claims determination of any Claim agreed to by Claimant without the indemnitee prior written consent of Indemnitor (which consent will not be withheld unreasonably). (iv) The defending party shall have reasonable access to the books, records and personnel which are pertinent to the defense and which are in control of the other party. The parties agree to furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may have be reasonably requested by the other party in connection with the Third Party Claim, or against the person asserting the Third Party defending any third party Claim.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim, the amount thereof, estimated in good faith, and the method of computation of such claim, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such indemnification claim shall have occurred. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten Business Days after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms hereof (including Sections 10.2(b) and 10.3(b)). If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity, as applicable, subject to the limitations of Sections 10.2(b) and 10.3(b). (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware right at its own expense, to participate in or assume control of the Third Party Claim. The failure defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced reimbursement for actual out-of-pocket expenses incurred by the failure Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) assume control of the loss that has been or may be sustained by defense of any third-party claim, the indemnitee. The indemnifying party Claimant shall defend or compromise have the Third Party Claim right to participate in the defense of such claim at its expense and by own expense. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, then the Claimant may defend through counsel of its choice. Within thirty days following own choosing and (so long as it gives the receipt Indemnifying Party at least fifteen (15) days' prior written notice of the notice, terms of the indemnifying party shall notify proposed settlement thereof and permits the indemnitee whether the indemnifying party will assume responsibility for defending the Third Indemnifying Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume then undertake the defense thereof) settle such claim, action or suit, and to recover from the Indemnifying Party the amount of a Third Party Claim, such settlement or of any judgment and the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the of such defense. The Indemnifying Party shall not compromise or settle any third party claim, action or suit without the prior written consent of the Claimant, which consent will not be unreasonably withheld or delayed. (d) If an indemnifying party elects to defend a claim, whether between the parties or compromise any Third Party Claimby a third party, requires immediate action, the indemnitee shall cooperate parties will make every effort to reach a decision with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability respect thereto as expeditiously as practicable. (e) Any claim for indemnity pursuant to this Section 10 with respect to which (i) the Third Claimant and the Indemnifying Party Claimagree as to its validity and amount, (2) a final judgment, order or settleaward of a court of competent jurisdiction deciding such claim has been rendered, compromiseas evidence by a certified copy of such judgment, provided that such judgment is not appealable or discharge the Third time for taking an appeal has expired or (3) the Indemnifying Party Claim without has not given written notice to the indemnifying party's prior written consent. Following the payment by an indemnifying party Claimant disputing such claim in whole or in part within thirty days of receiving notice thereof, is referred to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party as a "Settled Claim."

Procedure for Indemnification. The procedure for indemnification will be as follows: (a) The party claiming indemnification (the "Claimant") will promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice will be given by Claimant within ten (10) Business Days after written notice of such action, suit, or proceeding was given to Claimant. The Claimant's failure to give such notice timely will not relieve the Indemnifying Party from any ----------------------------- liability that it otherwise may have to the Claimant except to the extent the Indemnifying Party is actually prejudiced by such failure. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party will have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party will immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee shall give Indemnifying Party will have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimsuch claim (subject to Section 9.4(d)), and the indemnifying party shall not be liable Claimant will cooperate fully with the Indemnifying Party, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying the Indemnifying Party elects to assume control of the defense of any third-party elects claim, the Claimant will have the right to participate in the defense of such claim at its own expense (except that the Claimant will have the right to participate in the defense of such claim at the Indemnifying Party's expense if (i) the Claimant has been advised by its counsel that use of the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest, which will be deemed to include any case where there may be a legal defense or claim available to the Claimant that is inconsistent with those available to the Indemnifying Party, or (ii) the Indemnifying Party fails vigorously to defend or compromise prosecute such claim within a reasonable time). If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any Third Party Claimthird-party claim, the indemnitee shall cooperate Indemnifying Party will be bound by the results obtained by the Claimant with the indemnifying party in all reasonable respects in connection respect to such claim. (d) The Indemnifying Party may not control the defense of any claim, without the written consent of the Claimant, if (i) the Claimant has been advised by its counsel that use of the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest, or compromise(ii) the claim involves any material risk of the sale, and shall not admit forfeiture, or loss of, or the creation of any lien (other than a judgment lien) on, any material property of the Claimant or could entail a risk of criminal liability to the Claimant. (e) Indemnification of Losses under this Agreement will be net of any insurance proceeds actually paid to the Claimant with respect to the Third Party Claimevent giving rise to such Loss, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party but no Claimant will have any obligation under this Agreement to make any indemnitee in connection with claim under any Third Party Claim, the indemnifying party shall insurance policy that may be subrogated applicable to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimsuch event.

Procedure for Indemnification. If an indemnitee receives notice of any ----------------------------- claim, or In the commencement event of a claim by a person who is not a party to this Agreement (a "Third Party Claim") with respect to which an indemnifying party may be obligated a Party is entitled to provide indemnification under this Agreementhereunder, such Party ("Indemnified Party") shall notify the indemnitee shall give the indemnifying party notice promptly upon becoming aware other Party ("Indemnifying Party") in writing as soon as practicable, but in no event later than fifteen (15) days after receipt of the Third Party Claim. The failure to give such claim; provided that a delay in giving such notice shall not relieve preclude the indemnifying party of its obligations except Indemnified Party from seeking indemnification hereunder if such delay has not materially prejudiced the Indemnifying Party's ability to the extent that the indemnifying party is prejudiced by the failure to give the noticedefend such claim. The notice Indemnifying Party shall describe the Third Party Claim in reasonable detail, including the amount promptly defend such claim (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following own choosing and reasonably satisfactory to the receipt of Indemnified Party) and the notice, Indemnified Party shall reasonably cooperate with the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Indemnifying Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third such claim, including the settlement of the matter on the basis stipulated by the Indemnifying Party Claim, (with the indemnifying party shall not be liable Indemnifying Party being responsible for any legal or other all costs and expenses subsequently of such settlement and the reasonable out-of-pocket expenses incurred by the indemnitee Indemnified Party in connection cooperating with the defenseIndemnifying Party), subject to the limitations on settlement described in subparagraphs (a) and (b) below. If an indemnifying party elects a conflict of interest exists vis-a-vis the interests of the Indemnifying Party and the Indemnified Party, the Indemnified Party shall (i) be entitled to defend the claim, suit, or action or proceeding at the expense of, for the account of and at the risk of the Indemnifying Party; (ii) engage counsel of its own choosing reasonably acceptable to the Indemnifying Party, and at the expense of, for the account of and at the risk of the Indemnifying Party; (iii) take reasonable steps to monitor and control the fees and costs of counsel so chosen; and (iv) keep the Indemnifying Party reasonably informed of the status of such defense, including without limitation any settlement proposals by the claimant. If the Indemnifying Party, within a reasonable time after notice of a claim, fails to defend the Indemnified Party, the Indemnified Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of, for the account and at the risk of Indemnifying Party. Upon the assumption by the Indemnifying Party of the defense of such claim, the Indemnifying Party may settle or compromise any Third Party Claimsuch claim as it sees fit; provided, the indemnitee shall cooperate with the indemnifying party however, that anything in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect this Section to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claim.contrary notwithstanding:

Procedure for Indemnification. The procedure for seeking indemnification shall be as follows. (a) The party claiming indemnification (the “Claimant”) shall promptly give notice to the party from whom indemnification is claimed (the “Indemnifying Party”) of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim and (ii) if known, the estimated amount of the claim. If the claim relates to an indemnitee receives action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) business days after written notice of such action, suit or proceeding was given to Claimant. Such notice shall not be a condition precedent to any ----------------------------- claimliability of the Indemnifying Party under the provisions for indemnification contained in this Agreement, unless (and only to the extent that) failure to give such notice materially prejudices the rights of the Indemnifying Party with respect to such actions or proceedings. (b) Following receipt of notice from the commencement Claimant of a claim for indemnification, the Indemnifying Party shall have thirty (30) calendar days 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 and its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) calendar day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. 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. (c) With respect to any claim by a person who third party as to which the Claimant seeks indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in, or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party, provided, that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the third party claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the third party claim seeks an injunction or equitable relief against the Claimant which is not merely incidental to a primary damage claim or claims for monetary damages; (iii) the third party claim relates to this Agreement Taxes; (iv) the third party claim relates to disputes involving the Claimant on one hand and a "Third governmental and/or regulatory authority on the other hand, (v) the third party claim relates to disputes with a client and/or service provider of Claimant or (vi) in any case not described in (i)-(v) where it is reasonably likely, in the Claimant’s sole judgment, for the third party claim to have an material and adverse effect on the Claimant’s business or business reputation, other than as a result of money damages or other money payments. If the Indemnifying Party Claim"elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. Notwithstanding the election of the Indemnifying Party to assume the defense of such action, the Claimant shall have the right to employ separate counsel and to participate in the defense of such action, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of separate counsel if (i) the use of counsel chosen by the Indemnifying Party to represent the Claimant would present such counsel with a conflict of interest; (ii) the defendants in, or targets of, any such action include both the Indemnifying Party and the Claimant, and there are reasonably likely to be legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Claimant except to the extent not jeopardizing such additional defenses); (iii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Claimant to represent the Claimant within a reasonable time after notice of the institution of such action; or (iv) the Indemnifying Party shall authorize in writing the Claimant to employ separate counsel at the expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Claimant shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense, subject to attorney client privilege and confidentiality agreements. In any event, the Claimant, the Indemnifying Party and the Indemnifying Party’s counsel (and, if applicable, the Claimant’s counsel), shall cooperate (at no material cost to the Claimant other than the cost of Claimant’s counsel) in the compromise of, or defense against, any such asserted liability. If the Indemnifying Party assumes the defense of such an action, no compromise or settlement thereof may be effected by the Indemnifying Party without the Claimant’s consent (which shall in any event not be unreasonably withheld) unless (x) there is no finding or admission of any violation of the rights of any person by the Claimant and no effect on any other claims that may be made against the Claimant and (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The Claimant may not compromise or settle any such claim without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld. (f) The indemnification rights provided in Sections 10.2 and 10.3 shall extend to which an indemnifying party may the shareholders, directors, officers, employees, Affiliates and agents of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be obligated to provide made by and through the Claimant. (g) The indemnification obligations of Seller under this Agreement, Article X shall constitute the indemnitee shall give sole and exclusive remedies of Buyer for recovery of money damages after the indemnifying party notice promptly upon becoming aware of the Third Party ClaimClosing Date. The failure to give notice indemnification obligations of Buyer under this Article X shall not relieve constitute the indemnifying party sole and exclusive remedies of its obligations Seller for recovery of money damages after the Closing Date, except to the extent that Seller is seeking to recover with respect to any failure of Buyer to pay amounts owed to Seller pursuant to Section 2.2 hereof or any failure of Buyer to satisfy the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability assumed obligations with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimAssigned Contracts (if any).

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an indemnitee receives action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant as soon as practicable after written notice of any ----------------------------- such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the commencement purposes of a such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a person who is not a third party to this Agreement (a "Third Party Claim") with respect as to which an indemnifying party may be obligated the Claimant is entitled to provide indemnification under this Agreement, the indemnitee Indemnifying Party shall give have the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim right at its expense and by counsel own expense, to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third such claim, and the Claimant shall cooperate fully with the Indemnifying Party Claim, the indemnifying party shall not be liable subject to reimbursement for any legal or other costs and reasonable actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnifying Party. If an indemnifying party the Indemnifying Party elects to defend or compromise assume control of the defense of any Third Party Claimthird-party claim, the indemnitee Claimant shall cooperate with have the indemnifying party right to participate in all reasonable respects in connection the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or compromiseotherwise participate int he defense of any third party claim, and it shall not admit any liability be bound by the results obtained by the Claimant with respect to such claim. (d) If a claim, whether between the Third Party Claimparties or by a third party, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claimrequires immediate action, the indemnifying party parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be subrogated to made by and shall stand in through the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any Claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such Claim, and (ii) the amount of the Claim. If the Claim relates to an indemnitee receives action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within thirty (30) days after written notice of any ----------------------------- claimsuch action, suit or proceeding was given to Claimant. (b) Following receipt of notice from the commencement Claimant of a claim Claim, the Indemnifying Party shall have sixty (60) days 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 and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the Claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said sixty (60) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the Claim. 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. (c) With respect to any Claim by a person who 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 Claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party Claim, the Claimant shall have the right to participate in the defense of such Claim at its own expense. If the Indemnifying Party does not a elect to assume control or otherwise participate in the defense of any third party to this Agreement (a "Third Party Claim") , it shall be bound by the results obtained by the Claimant with respect to which an indemnifying party may be obligated to provide indemnification under this Agreementsuch Claim. (d) If a Claim, whether between the parties or by a third party, requires immediate action, the indemnitee parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The indemnification rights provided in this Section 9 shall give extend to the indemnifying party notice promptly upon becoming aware affiliates, shareholders, directors, officers, employees and representatives of the Third Party Claim. The failure to give notice shall not relieve Claimant although for the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) purpose of the loss that has been or may be sustained procedures set forth in this Section, any indemnification claims by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party such parties shall be subrogated to made by and shall stand in through the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party ClaimClaimant.

Procedure for Indemnification. If an indemnitee receives The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the “Claimant”) shall promptly give written notice to the party from whom indemnification is claimed (the “Indemnifying Party”) of any ----------------------------- claim, whether between the parties or the commencement of a claim brought by a person who is not third party, specifying (i) in reasonable detail, the factual basis for such claim and (ii) in good faith, the estimated amount of such claim. If the claim relates to a party to this Agreement Proceeding filed by any Person other than AMD, the Joint Venture or any of their Affiliates against the Claimant (a "“Third Party Claim"”), such notice shall be given by Claimant promptly and in any event within fifteen (15) with respect to which an indemnifying party may be obligated to provide indemnification under this Agreement, the indemnitee shall give the indemnifying party business days after written notice promptly upon becoming aware of the Third Party Claimsuch Proceeding was received by Claimant. The failure of the Claimant to give provide such written notice within the time period specified shall not relieve the indemnifying party Indemnifying Party of its obligations indemnification liability under this Article IX, except to the extent that such failure actually and materially prejudices the indemnifying party is prejudiced rights of the Indemnifying Party in defending against the claim or Proceeding. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days 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 and/or its authorized Representative(s) the information relied upon by the failure Claimant to give substantiate the noticeclaim. The notice If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall describe immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), subject to clause (c) below with respect to Third Party Claim Claims, the Claimant may seek appropriate legal remedy in reasonable detail, including the amount accordance with Section 11.11. (estimated if necessaryc) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the With respect to any Third Party Claim Claims as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right, at its expense and by counsel of own expense, to participate in or, if the Indemnifying Party acknowledges in writing its choice. Within thirty days following obligation to indemnify the receipt of Claimant in accordance with the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions terms of this Agreement. After giving notice , assume control of its election to assume the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a Third Party Claimrequest by the Indemnifying Party. The Claimant shall have the right to approve legal counsel selected by Indemnifying Party, the indemnifying party which approval shall not be liable for any legal unreasonably withheld or other costs and expenses subsequently incurred by the indemnitee in connection with the defensedelayed. If an indemnifying party the Indemnifying Party elects to defend or compromise assume control of the defense of any Third Party Claim, the indemnitee Claimant shall cooperate with have the indemnifying party right to participate in all reasonable respects in connection the defense or compromiseof such claim with legal counsel of its own selection; provided, however, that the Claimant shall pay the fees and expenses of such counsel unless the named parties to any such claim include both the Claimant and the Indemnifying Party, and the Claimant has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case, if the Claimant informs the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not admit any liability with respect have the right to assume the Third defense of such claim on behalf of the Claimant), it being understood that the Indemnifying Party Claimshall not, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any one claim, be liable for the fees and expenses of more than one separate firm of attorneys at any time for the Claimant. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any Third Party Claim, it shall be bound by the indemnifying party results obtained by the Claimant with respect to such claim; provided, however, that no settlement or compromise of any claim which may result in any indemnification liability may be made by the Claimant without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. No settlement or compromise of any claim may be made by the Indemnifying Party without the prior written consent of the Claimant, which consent shall not be unreasonably withheld or delayed. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. Upon satisfaction of any Third Party Claim pursuant to this Article IX, the Indemnifying Party shall be subrogated to all rights and shall stand in the place remedies of the indemnitee Claimant against any third party with respect to such claim; provided that such right of subrogation shall be limited in amount to the amount actually received by the Claimant from the Indemnifying Party with respect to such claim; and provided, further, that any rights or claims claim by an Indemnifying Party against any such third party resulting from such right of subrogation shall be subordinated to any claim of the indemnitee may have Claimant against such third party for amounts in connection with excess of the Third amount actually received by the Claimant from the Indemnifying Party Claim, or against the person asserting the Third Party Claimpursuant to this Article IX.

Procedure for Indemnification. If an indemnitee receives notice of any ----------------------------- claim, or the commencement of a claim by a person who is not a The procedure for indemnification shall be as follows: A. The party to this Agreement (a "Third Party Claim") with respect to which an indemnifying party may be obligated to provide seeking indemnification under this Agreement, Section 7 (the indemnitee "Claimant") shall give notice to the indemnifying party from whom indemnification is sought (the "Indemnitor") of any claim, whether solely between the parties or brought by a third party, specifying (i) the factual basis for the claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against Claimant, notice promptly upon becoming shall be given by Claimant within fifteen (15) business days after written notice of the action, suit, or proceeding was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) business days after Claimant becomes, or should have become, aware of the Third Party Claimfacts giving rise to the claim. The Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not relieve the indemnifying party of its obligations preclude Claimant from seeking indemnification from Indemnitor, except to the extent that Claimant's failure has materially prejudiced Indemnitor's ability to defend the indemnifying party is prejudiced claim or litigation. B. With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnitor shall have thirty (30) business days to make any investigation of the claim that the Indemnitor deems necessary or desirable. For the purposes of this investigation, the Claimant agrees to make available to the Indemnitor and/or its authorized representatives, the information relied upon by the failure Claimant to give substantiate the noticeclaim. The notice shall describe If the Third Party Claim in reasonable detail, including Claimant and the Indemnitor cannot agree as to the validity and amount (estimated if necessary) of the loss that has been claim within the 30-day period (or any mutually agreed upon extension thereof), the Claimant may be sustained seek appropriate legal remedy. C. With respect to any claim by a third party as to which the indemnitee. The indemnifying party Claimant is entitled to indemnification hereunder, the Indemnitor shall defend or compromise have the Third Party Claim right at its own expense and by counsel to participate in or assume control of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimthe claim, and the indemnifying party Claimant shall not be liable cooperate fully with the Indemnitor, subject to reimbursement for any legal or other costs and actual out-of-pocket expenses subsequently incurred by the indemnitee in connection with Claimant as the defenseresult of a request by the Indemnitor. If an indemnifying the Indemnitor elects to assume control of the defense of any third-party elects claim, the Claimant shall have the right to participate in the defense of the claim at its own expense. If the Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party to settle such claim or litigation in all reasonable respects in connection the defense or compromisesuch manner as it deems appropriate, and in any event, Indemnitor shall not admit any liability be bound by the results obtained by the Claimant with respect to the Third Party Claimclaim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or settleotherwise, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee incurred in connection with any Third Party Claim, the indemnifying party such claim or litigation. The Indeminitor shall be subrogated surrogated to and shall stand in the place all rights of the indemnitee Claimant against any third party with respect to any rights claim for which indemnity was gain. Notwithstanding anything contained herein to the contrary, Claimant shall not consent to the entry of any judgment or claims enter into any settlement with respect to any claim without, as an unconditional term thereof, obtaining a release of the indemnitee may have Indemnitor from all liability in connection with the Third Party Claim, or against the person asserting the Third Party Claimsuch claim.

Procedure for Indemnification. If an indemnitee receives notice of any The procedure for ----------------------------- claim, or the commencement of a claim by a person who is not a party to this Agreement (a "Third Party Claim") with respect to which an indemnifying party may be obligated to provide indemnification under this AgreementArticle X shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give written notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying (i) in reasonable detail, the indemnitee shall give factual basis for such and (ii) in good faith, the indemnifying party notice promptly upon becoming aware estimated amount of the Third Party Claimclaim. If the claim relates to a Proceeding filed by a third party against the Claimant, such notice shall be given by Claimant within ten (10) business days after written notice of such Proceeding was received by Claimant. The failure of the Claimant to give provide such written notice within the time period specified shall not relieve the indemnifying party Indemnifying Party of its obligations except indemnification liability under Section 11.2, 11.3, 11.4 or 11.5, unless such failure materially prejudices the rights of the Indemnifying Party in defending against the claim or Proceeding. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days (or, if the claim involves an amount less than $50,000, ten (10) days) in which 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 extent that Indemnifying Party and its authorized Representatives the indemnifying party is prejudiced information relied upon by the failure Claimant to give substantiate the noticeclaim. The notice If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day (or ten (10) day) period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall describe immediately pay to the Third Party Claim in reasonable detail, including Claimant the full amount (estimated if necessary) of the loss that has been claim. If the Claimant and the Indemnifying Party do not agree within said period (or may any mutually agreed upon extension thereof), subject to clause (c) below with respect to third party claims, the dispute shall be sustained resolved in accordance with the provisions of Section 13.11 hereof. (c) 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 claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out- of-pocket expenses incurred by the indemniteeClaimant as the result of a request by the Indemnifying Party. The indemnifying Claimant shall have the right to approve legal counsel selected by Indemnifying Party, which approval shall not be unreasonably withheld. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall defend or compromise have the Third Party Claim at its expense and by right to participate in the defense of such claim with legal counsel of its choice. Within thirty days following own selection; provided, however, that the receipt Claimant shall pay the fees and -------- ------- expenses of such counsel unless the named parties to any such claim include both the Claimant and the Indemnifying Party and the Claimant has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case, if the Claimant informs the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the noticeIndemnifying Party, the indemnifying party Indemnifying Party shall notify not have the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election right to assume the defense of a Third such claim on behalf of the Claimant), it being understood that the Indemnifying Party Claimshall not, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third one claim, be liable for the fees and expenses of more than one separate firm of attorneys at any time for the Claimant. If the Indemnifying Party Claimdoes not elect to assume control or otherwise participate in the defense of any third party claim, the indemnifying party it shall be subrogated to and shall stand in bound by the place of results obtained by the indemnitee Claimant with respect to such Claim; provided, however, that no settlement -------- ------- or compromise of any rights claim which may result in any indemnification liability may be made by the Claimant without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. No settlement or claims compromise of any claim may be made by the indemnitee may have in connection with Indemnifying Party without the Third Party Claimprior written consent of the Claimant, or against the person asserting the Third Party Claimwhich consent shall not be unreasonably withheld.

Procedure for Indemnification. If an indemnitee receives The procedure for indemnification shall be as follows: (i) The party claiming indemnification ("Claimant") shall, within thirty (30) days after its discovery of any claim for which indemnification will be sought as provided in this Agreement (the "Claim"), give notice to the party from whom indemnification is sought ("Indemnitor") of its Claim, specifying in reasonable detail the factual basis for the Claim and, to the extent known, the amount of the Claim. Notwithstanding the foregoing, the failure by Claimant to provide notice of any ----------------------------- claimClaim within the period specified, or the commencement of a claim by a person who is not a party to this Agreement (a "Third Party Claim") with respect to which an indemnifying party may be obligated to provide indemnification under this Agreementany delay in providing such notice, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve affect or impair the indemnifying party obligations of its obligations Indemnitor hereunder, except and only to the extent that Indemnitor has been adversely affected by such failure or delay. (ii) With respect to Claims between the indemnifying parties, following receipt of notice from Claimant of a Claim, Indemnitor shall have sixty (60) days to make any investigation of the Claim that Indemnitor deems necessary or desirable. For purposes of this investigation, Claimant agrees to make available to Indemnitor and its authorized representatives the information relied upon by Claimant to substantiate the Claim. If Claimant and Indemnitor cannot agree as to the validity and amount of the Claim within the sixty (60) day period (or any mutually agreed upon extension thereof), Claimant may seek appropriate legal remedy, subject to the provisions of Section 7.3. (iii) With respect to any Claim by a third party as to which Claimant is prejudiced entitled to indemnification hereunder, Indemnitor shall have the right, exercisable by written notice to Claimant within 30 days after receipt of written notice from Claimant of the commencement or assertion of any such Claim, at its own expense to participate in or assume control of the defense of the Claim, and Claimant shall cooperate fully with Indemnitor, subject to reimbursement for actual out-of-pocket expenses incurred by Claimant the result of a request by the failure Indemnitor. If Indemnitor does not elect to give assume control or otherwise participate in the notice. The defense of any third party Claim within thirty (30) days of its receipt of notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been Claim (or may be sustained any extended period mutually agreed upon by the indemnitee. The indemnifying party parties), Claimant shall defend (upon further written notice to Indemnitor) have the right to undertake the defense, compromise or compromise settlement of the Third Party Claim for the account of Indemnitor subject to the right of Indemnitor, at its expense and by counsel of its choice. Within thirty days following the receipt of the noticeexpense, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claimthe Claim at any time prior to final settlement, the indemnifying party compromise or determination thereof. In no event shall not Indemnitor be liable for or otherwise have any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee obligation with respect to any rights settlement, compromise or claims determination of any Claim agreed to by Claimant without the indemnitee prior written consent of Indemnitor (which shall not be withheld unreasonably). (iv) The parties shall cooperate in defending any third party Claim, and the defending party shall have reasonable access to the books, records and personnel which are pertinent to the defense and which are in control of the other party. The parties agree to furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may have be reasonably requested by the other party in connection with the Third Party Claim, or against the person asserting the Third Party defending any third party Claim.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (1) The party claiming indemnification (the "Claimant") shall give written notice to the party from which indemnification is sought (the "Indemnitor") promptly after the Claimant learns of any claim or proceeding covered by the foregoing agreements to indemnify and hold harmless. Failure to provide prompt notice shall not be deemed to jeopardize Claimant's right to demand indemnification, provided, that, Indemnitor is not prejudiced by the delay in receiving notice. (2) With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnitor shall have 15 days to make any investigation of the claim that the Indemnitor deems necessary or desirable, or such lesser time if a 15-day period would jeopardize any rights of Claimant to oppose or protest the claim. For the purpose of this investigation, the Claimant agrees to make available to the Indemnitor and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If an indemnitee receives the Claimant and the Indemnitor cannot agree as to the validity and amount of the claim within the l5-day period, or lesser period if required by this Section (or any mutually agreed upon extension hereof) the Claimant may seek appropriate legal remedies. (3) The Indemnitor shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such claim, provided, that, Indemnitor acknowledges in writing to Claimant that Indemnitor would assume responsibility for and demonstrates its financial ability to satisfy the claim should the party asserting the claim prevail. In the event that the Indemnitor shall not satisfy the requirements of the preceding sentence or shall elect not to undertake such defense, or within 15 days after notice of any ----------------------------- such claim from the Claimant shall fail to defend, the Claimant shall have the right to undertake the defense, compromise or settlement of such claim, by counsel or other representatives of its own choosing, on behalf of and for the commencement account and risk of the Indemnitor. Anything in this Section 13.2(c)(3) to the contrary notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Claimant other than as a result of money damages or other money payments, the Claimant shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the claim, (ii) the Indemnitor shall not, without the Claimant's written consent, settle or compromise any claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the plaintiff to the Claimant of a release from all liability in respect of such claim, and (iii) in the event that the Indemnitor undertakes defense of any claim consistent with this Section, the Claimant, by a person who is not a party counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to this Agreement (a "Third Party Claim") consult with the Indemnitor and its counsel or other representatives concerning such claim and the Indemnitor and the Claimant and their respective counsel or other representatives shall cooperate with respect to which an indemnifying party may be obligated to provide indemnification under this Agreement, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the Third Party Claim. The failure to give notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is prejudiced by the failure to give the notice. The notice shall describe the Third Party Claim in reasonable detail, including the amount (estimated if necessary) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the Third Party Claim at its expense and by counsel of its choice. Within thirty days following the receipt of the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions of this Agreement. After giving notice of its election to assume the defense of a Third Party Claim, the indemnifying party shall not be liable for any legal or other costs and expenses subsequently incurred by the indemnitee in connection with the defense. If an indemnifying party elects to defend or compromise any Third Party Claim, the indemnitee shall cooperate with the indemnifying party in all reasonable respects in connection the defense or compromise, and shall not admit any liability with respect to the Third Party Claim, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any Third Party Claim, the indemnifying party shall be subrogated to and shall stand in the place of the indemnitee with respect to any rights or claims the indemnitee may have in connection with the Third Party Claim, or against the person asserting the Third Party Claimsuch claim.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the “Claimant”) shall promptly give written notice to the party from whom indemnification is claimed (the “Indemnifying Party”) of any claim, whether between the parties or brought by a third party, specifying (i) in reasonable detail, the factual basis for such claim and (ii) in good faith, the estimated amount of such claim. If an indemnitee receives the claim relates to a Proceeding filed by any Person other than AMD, AMD Investments, Fujitsu, Fujitsu Sub, the Joint Venture or any of their Affiliates against the Claimant (a “Third 71 Party Claim”), such notice shall be given by Claimant promptly and in any event within fifteen (15) business days after written notice of any ----------------------------- claim, or the commencement of a claim such Proceeding was received by a person who is not a party to this Agreement (a "Third Party Claim") with respect to which an indemnifying party may be obligated to provide indemnification under this Agreement, the indemnitee shall give the indemnifying party notice promptly upon becoming aware of the Third Party ClaimClaimant. The failure of the Claimant to give provide such written notice within the time period specified shall not relieve the indemnifying party Indemnifying Party of its obligations indemnification liability under this Article X, except to the extent that such failure actually and materially prejudices the indemnifying party is prejudiced rights of the Indemnifying Party in defending against the claim or Proceeding. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days 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 and/or its authorized Representative(s) the information relied upon by the failure Claimant to give substantiate the noticeclaim. The notice If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall describe immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), subject to clause (c) below with respect to Third Party Claim Claims, the Claimant may seek appropriate legal remedy in reasonable detail, including the amount accordance with Section 12.11. (estimated if necessaryc) of the loss that has been or may be sustained by the indemnitee. The indemnifying party shall defend or compromise the With respect to any Third Party Claim Claims as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right, at its expense and by counsel of own expense, to participate in or, if the Indemnifying Party acknowledges in writing its choice. Within thirty days following obligation to indemnify the receipt of Claimant in accordance with the notice, the indemnifying party shall notify the indemnitee whether the indemnifying party will assume responsibility for defending the Third Party Claim; however, an indemnifying party may elect not to assume responsibility for defending a Third Party Claim only in the event of a good faith dispute that the claim was appropriately tendered under the indemnification provisions terms of this Agreement. After giving notice , assume control of its election to assume the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a Third Party Claimrequest by the Indemnifying Party. The Claimant shall have the right to approve legal counsel selected by Indemnifying Party, the indemnifying party which approval shall not be liable for any legal unreasonably withheld or other costs and expenses subsequently incurred by the indemnitee in connection with the defensedelayed. If an indemnifying party the Indemnifying Party elects to defend or compromise assume control of the defense of any Third Party Claim, the indemnitee Claimant shall cooperate with have the indemnifying party right to participate in all reasonable respects in connection the defense or compromiseof such claim with legal counsel of its own selection; provided, however, that the Claimant shall pay the fees and expenses of such counsel unless the named parties to any such claim include both the Claimant and the Indemnifying Party, and the Claimant has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case, if the Claimant informs the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not admit any liability with respect have the right to assume the Third defense of such claim on behalf of the Claimant), it being understood that the Indemnifying Party Claimshall not, or settle, compromise, or discharge the Third Party Claim without the indemnifying party's prior written consent. Following the payment by an indemnifying party to any indemnitee in connection with any one claim, be liable for the fees and expenses of more than one separate firm of attorneys at any time for the Claimant. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any Third Party Claim, it shall be bound by the indemnifying party results obtained by the Claimant with respect to such claim; provided, however, that no settlement or compromise of any claim which may result in any indemnification liability may be made by the Claimant without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. No settlement or compromise of any claim may be made by the Indemnifying Party without the prior written consent of the Claimant, which consent shall not be unreasonably withheld or delayed. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. Upon satisfaction of any Third Party Claim pursuant to this Article X, the Indemnifying Party shall be subrogated to all rights and shall stand in the place remedies of the indemnitee Claimant against any third party with respect to such claim; provided that such right of subrogation shall be limited in amount to the amount actually received by the Claimant from the Indemnifying Party with respect to such claim; and provided, further, that any rights or claims claim by an Indemnifying Party against any such third party resulting from such right of subrogation shall be subordinated to any claim of the indemnitee may have Claimant against such third party for amounts in connection with excess of the Third amount actually received by the Claimant from the Indemnifying Party Claim, or against the person asserting the Third Party Claim.pursuant to this Article X.